1.1. This text (together with any documents referred to in it) tells you the terms and conditions upon which we sell and supply Visual Motif’s services listed to you. Before confirming your order please:
1.1.1. Read through these terms and conditions and in particular the limitation of our liability and your indemnity at clause LIABILITY AND INDEMNITY.
1.2. By ordering our Services, you agree to be legally bound by these Conditions.
1.3. We reserve the right to revise and amend our disclaimers and the Conditions at any time without notice to you. Any changes will be posted on our Website and become effective at the time of posting. Your continued use of our Services following a change shall be deemed to be your acceptance of such change and your agreement to be bound by the new Terms. It is your responsibility to check regularly to determine whether we have changed these Conditions.
- ABOUT US
2.1. This Website is owned and operated by Visual Motif Limited (‘we’/’us’/’our’), a limited company registered in England and Wales under company number: 7505840 having our registered office at Visual Motif Ltd, Business Centre, Carlile Institute, 54 Huddersfield Road, Meltham, Holmfirth, HD9 4AE Our VAT Number is: GB133423251.
3.1. You agree that email and other electronic communications can be used as a long-distance means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
4.1. Each party (‘the receiving party’) undertakes that for a period of three years from the date of disclosure it will treat the other party’s (‘the disclosing party’s) information marked ‘confidential’ with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices.
4.2. The receiving party will not intentionally disclose the disclosing party’s confidential information to third parties other than those of its employees, consultants and sub-contractors who need to have such information for the purposes of this agreement, and shall ensure that such recipients shall be bound by the same confidentiality obligations as are set out in this clause.
4.3. This undertaking does not extend to information which was already known to the receiving party prior to disclosure, which is or becomes public knowledge, or which is disclosed by the disclosing party to a third party without any obligations of confidentiality. Nor shall it be interpreted as preventing the receiving party from using general technical know-how acquired as a result of its activities pursuant to this agreement provided that there is no breach by the receiving party of this clause.
- OVERSEAS ENQUIRIES
5.1. We may accept your enquiry if you are resident outside the European Economic Area (EEA), subject to reserving a right to amend the specifications or standards of the Services offered and/or these Conditions or to refuse to accept an order for our Services from you, if it will put an excessive strain on our business or if we have an objective reason for doing so. If we accept your order, you will be liable to pay for all and any additional costs that we incur in order to facilitate your order. You will have an opportunity to cancel your order in case the additional costs are not acceptable.
5.2. If we agree to supply any Services for delivery outside the United Kingdom they may be subject to import duties and/or additional taxes or expenses incurred due to complying with foreign regulatory requirements or laws. You will be responsible for payment of any such duties and/or taxes in addition to our price including VAT. Please note that we have no control over these charges and cannot predict their amount.
5.3. You must comply with all applicable laws and regulations of the country for which the Services are destined. We will not be liable for any breach by you of any such laws
6.1. The prices of our Services are quoted individually.
6.2. Unless otherwise stated, the prices quoted exclude VAT which will be added at the current rate, to the total amount due from you.
6.3. The prices quoted by Visual Motif Ltd are valid for 28 days from the date shown on the quotation.
7.1. Terms of payment are shown on our Invoice alongside the details of methods of payment.
7.2. By placing an order, you consent to payment being charged as provided on the Invoice.
7.3. Work will begin work once Visual Motif Limited are in receipt of written instructions.
7.4. Payment must be made in accordance with the Invoice except where exceptional credit terms have been approved by Visual Motif Limited. Our credit terms are detailed on our Invoice. We reserve the right to charge interest @ 3% per month over bank base rate on overdue accounts. In this case the Client will be responsible for all collection fees.
7.5. By accepting these Conditions you undertake that all the details you provide to us for the purpose of purchasing the Services are correct, and that there are sufficient funds available to cover the cost of the Services ordered.
7.6. If We are obliged to take legal advice or commence Court proceedings regarding any unpaid invoice, You agree to pay our reasonable legal charges and court fees incurred in doing so.
7.7. If You have defaulted on payment of any of Our invoices, We can ask You to pay to Us a sum of money in advance on account of some or all of Our fees or in advance of incurring costs with a third party, as a condition of carrying out any further work.
7.8. If You do not pay an invoice as per Clause 7.1, then We will be entitled to exercise a lien over anything belonging to You which is then in Our possession until such time as you have paid.
- ORDER PROCESS AND FORMATION OF A CONTRACT
8.1. Any written instructions provided by you constitutes an offer to purchase the Services from us. We will acknowledge your order.
8.2. A contract between you and us (the ‘Contract’) incorporating these Conditions will subsist after we have confirmed that we shall be providing the requested Service. The Written Instructions will amount to an acceptance of your offer to buy the Services from us. The Contract will only be formed when we send you confirmation that we shall provide the requested services. (Whether or not you receive it).
8.3. The Contract will relate only to the Services stated in the Written Instructions. We will not be obliged to supply any other Services which may have been part of your order until we have sent you a separate Order Acknowledgement Contract relating to it.
9.1. We may where appropriate and at our option, deliver all or part of the Services, to the email address you supplied or such other email address that we agree to use to communicate with you.
9.2. Any dates quoted for completing performance of the Service are approximate only, and subject to timely receipt of any necessary reference material from the Client, and efficient receipt of feedback to image drafts.
- CLIENT OBLIGATIONS
10.1. To co-operate with Visual Motif Ltd and provide (within sufficient time) Input Resources required by the Company in all matters relating to the delivery of the Deliverables.
10.2. To provide complete and accurate information relating to the services required from Visual Motif;
- INTELLECTUAL PROPERTY
11.1. The content of the Website is protected by copyright (including design copyrights), trade marks, patent, database and other intellectual property rights and similar proprietary rights which include, (without limitation), all rights in materials, works, techniques, data, technical information, trading business brand names, goodwill, service marks utility models, semi-conductor topography rights, the style or presentation of the goods or services, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research effort relating to Visual Motif Limited moral rights and any similar rights in any country (whether registered or unregistered and including applications for and the right to apply for them in any part of the world) and you acknowledge that the intellectual property rights in the material and content supplied as part of the Website shall remain with us or our licensors.
11.2. Copying or storing the contents of the Website for other than personal use is expressly prohibited.
11.3. You acknowledge that any other use of the material and content of this Website is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works from such material and content.
11.4. No licence is granted to you in these Conditions to use any of our trade marks or those of our affiliated companies.
- LIABILITY AND INDEMNITY
12.1. Notwithstanding any other provision in the Conditions, nothing will affect or limit your statutory rights; or will exclude or limit our liability for:
12.1.1. Death or personal injury resulting from our negligence.
12.1.2. Fraud or fraudulent misrepresentation.
12.1.3. Action pursuant to section 2(3) of the Consumer Protection Act 1987.
12.2. We will not be liable if the Website is unavailable at any time. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the Website and we accept no liability of any kind for any loss or damage resulting from action taken in reliance on material or information contained on the Website.
12.3. We will use all reasonable endeavours to carry out our obligations within a reasonable period of time but will not be liable to you for any loss, costs or expenses arising directly or indirectly from any delays in doing so. We will not be liable, in contract or tort (including, without limitation, negligence), or in respect of pre-contract or other representations (other than fraudulent misrepresentations) or otherwise for:
12.3.1. any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings and any other consequential loss); or
12.3.2. any loss of goodwill or reputation; or
12.3.3. management or office time.
12.4. We shall not be responsible in any way for the accuracy or reliability of material obtained by us in good faith from a third party.
- FORCE MAJEURE
13.1. We shall have no liability for delays or failures in delivery or performance of our obligations to you resulting from any act, events, omissions, failures or accidents that are outside of our control (‘Force Majeure’), which, without limitation, include:
13.1.1. Private or public telecommunication, computer network failures or breakdown of equipment.
13.1.2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
13.1.3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or extreme weather conditions.
13.1.4. Acts, decrees, legislation, regulations or restrictions of any government
13.2. Our performance will be deemed to be suspended for the period that the event of Force Majeure continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to minimise any delay caused by Force Majeure or to find a solution by which our obligations may be performed despite the Force Majeure event. We shall promptly notify you of any Force Majeure event giving details of it and (where possible) the extent and likely duration of any delay.
14.1. This Agreement may be terminated:
14.1.1. by either party on the expiry of 28 days notice in writing.
14.1.2. By Visual Motif Limited, forthwith, if you have not complied with an obligation under this Agreement to pay our fees.
14.2. Termination of this Agreement shall be entirely without prejudice to the rights and remedies of either party accrued as at the date of termination.
14.3. Where billable work has not been billed as at the date of termination, We shall be entitled to charge a fee for that work at the rates set out in the Charging Tariff
- THIRD PARTY RIGHTS
16.1. Except for our affiliates, directors, employees or representatives, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
- EXTERNAL LINKS
17.1. To provide increased value and convenience to our users, we may provide links to other websites or resources for you to access at your sole discretion and risk. You acknowledge and agree that, as you have chosen to enter the linked website we are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable in any way, whether directly or indirectly, for:
17.1.1. The privacy practices of such websites
17.1.2. The content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources.
17.1.3. Any damage, loss or offence caused or alleged to be caused to you, arising from or in connection with the use of or reliance upon any such advertising, content, products, goods, materials or services available on and/or purchased by you from such external websites or resources.
- LINKING TO THE WEBSITE
18.1. Established from a website or document that is owned by you and does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the UK and the law in any country from which they are hosted.
18.2. Provided in such a way that is fair and legal and does not damage our reputation or take advantage of it.
18.3. Established in such a way that does not suggest any form of association,
- ENTIRE AGREEMENT
19.1. The Contract represents the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
19.2. We each acknowledge that, in entering into a Contract, neither of us has relied on any express or implied representation, undertaking or promise given by the other from anything said or written in any negotiations between us prior to such Contract except as has been expressly incorporated in such Contract.
20.1. We reserve the right to change the domain address of this Website and any services and availability at any time.
20.2. All prices and descriptions supersede all previous publications. All service descriptions are approximate.
20.3. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected.
20.4. All Contracts are concluded and available in English only.
20.5. Any Contract between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
20.6 Product names, logos, brands and any other trademarks featured or referred to within the visual-motif.com and visual-motif.co.uk websites are the property of their respective trademark holders.
- GOVERNING LAW AND JURISDICTION
21.1. The Website is controlled and operated in the United Kingdom.
21.2. The Conditions and any Contract brought into being as a result of usage of this Website will be governed by the laws of England and Wales and you irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.