The Company means Ideastream. The Buyer means any person or Company or agent thereof who has agreed to buy the services, goods or take a licence of software. This includes any person allocated responsibility for the project by the Buyer. The Delivery Address means the address designated by the Buyer to the Company or if no such address, it shall be deemed to be the Buyer’s address specified on the Buyer’s purchase order. The Goods means the items that are specified on the Buyer’s Purchase Order and sold by the Company to the Buyer pursuant to this agreement and any service, software, license or maintenance Agreement. The Price means the price specified on the Company’s Quotation or the Buyer’s Purchase Order.
These Terms and Conditions constitute the terms and conditions (the Agreement) for the sale by the Company and the purchase by the Buyer of the Service, Goods and/or the licensing to the Buyer of software to the exclusion of all other terms and conditions, except for any relevant software licence or maintenance agreement and may be varied only if such variation is evidenced in writing by duly authorised officers on behalf of the Company and the Buyer.
Quotations remain valid for a period of 30 days unless otherwise specified in writing by the Company. All weights, illustrations, dimensions, descriptions, drawings, sketches and other documents given in or referred to in quotations and/or performance figures given in quotations are approximate only and the Company may vary any of the same at any time. No warranty or representation which is not confirmed in writing by the Company will be binding.
The Buyer’s official purchase order is to be made in writing to the Company Upon receipt, the Company shall advise the Buyer within 48 hours of problem or query. The Order shall be binding upon the Buyer unless cancelled in writing 5 working days prior to the start of the work. No work can be started without an official purchase order.
If the Buyer requests any variation or suspension of work, the Company reserves the right to adjust the Price accordingly, subject to written acceptance by the Buyer.
The Buyer shall pay to the Company the Price and all other costs specified by the Company to the Buyer which shall include but shall not be limited to costs of packing, carriage, taxes and other statutory charges incurred by the Company in relation to the Service, Goods, which costs will be listed on the invoice sent by the Company to the Buyer. Unless otherwise stated, the price does not include VAT, which will be charged at the rate ruling at the date of delivery of the Goods and/or performance of any relevant services as the case may be.
Payment is to be made in the currency specified in the invoice relating to the sale of the Goods sent by the Company to the Buyer. Unless the Company and the Buyer otherwise agree in writing, payment is to be made to the Company and the Buyer by the date specified in the invoice, or if no such date is specified within 30 days of the date of invoice. Where payment is not received within the specified period the Buyer shall be liable to pay interest accruing daily on the amount outstanding at the rate of 2 per cent per annum above the base rate of Natwest Bank prevailing at the time.
Title in the Goods does not pass to the Buyer until all payments due in respect thereof have been received by the Company, save where Goods comprise or include computer software, title to such software shall not pass, it being licensed in accordance with a licence agreement supplied with the software. If payment is overdue in whole or in part, the Company may without prejudice to any other of its rights, recover and resell the Goods and may enter upon the Buyer’s premises at any time for that purpose.
Delivery shall be deemed to occur and the risk of loss or damage of any kind in the Goods shall pass to the Buyer on the earlier of (a) collection on behalf of the Buyer or by the carrier for dispatch to the Delivery Address (whether or not such carrier be the Company’s agent or servant), or (b) 7 days from the date of notice given by the Company to the Buyer that the Goods are ready for collection by the Buyer. If the Company undertakes any shipping/delivery arrangements and the Buyer finds the Goods or any part thereof to be damaged upon delivery or missing, the Buyer will give written notice thereof to the Company and to the carrier within 24 hours after delivery.
In the case of non-delivery the Buyer will, if advised of the despatch of the Goods, give written notice of non-receipt within 48 hours. In any case the liability of the Company shall be limited to the repair or replacement within a reasonable time of the Goods damaged or not delivered. PROVIDED ALWAYS THAT the Company shall not be liable for any damage or non-delivery of the Goods in the event that shipping / delivery arrangements are not undertaken by the Company or the Buyer does not give written notice within the periods specified above
The Company will use reasonable commercial endeavours to deliver the Goods to the Delivery Address and to perform services in accordance with any time estimated by the Company in its relevant quotation but time of delivery or performance so given by the Company shall only deemed to be an estimate and given by the Company to the Buyer for the purpose of general information and shall not be of the essence. If the Company and the Buyer do not expressly agree otherwise in writing the Company shall be entitled to delivery any of the Goods by single delivery or by instalments at its option.
11. Limitation of Liability
The Buyer agrees that it is fair and reasonable for the Company to limit its liability under these conditions and accordingly the Buyer agrees that except as expressly set forth in these terms and conditions all warranties, conditions and representations express or implied, are hereby excluded and the Company will not be liable in contract or otherwise for any economic loss or damage to property, consequential or otherwise arising out of or in connection with the supply, installation use or failure of the Goods or any defect in them or from any other cause. Unless due to the negligent acts or omissions of the Company, its servant, agents or contractors, the Company will not be liable for any loss or damage for personal injury or death.
12. Force Majeure
The Company will not be liable for any delay or failure in carrying outs its obligations which is caused or partly caused by strikes or other labour disputes, fire, flood or other Acts of God, ware accidents, Government action or any other cause beyond its control.
If any provision of the Agreement is found by any court or administration body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in force and effect unless the severance of the invalid or unenforceable provision would unreasonably frustrate the commercial purpose of the Agreement. The Company and the Buyer in such event agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves the greatest extent possible the economic objectives of the invalid or unenforceable provision. No time or indulgence granted by one party to the other and the exercise of its rights shall be deemed to constitute a waiver of such rights.
If the Buyer fails to make a payment due under the Agreement, or commits any breach of the Agreement, or becomes bankrupt or insolvent or compounds or makes any other arrangement with creditors or being a company goes into liquidation or has a receiver appointed over its assets, the Company may (without prejudice to any other remedies) terminate the Agreement immediately without notice, and suspend or cancel any outstanding delivery of the Goods and the Buyer shall be liable to indemnify the Company against all loss (including loss of profit) and costs incurred by the Company and all other expenses and damages connected with the order and its cancellation.
15. Penalty Cause
Any days relating to work purchased and agreed by the Buyer through the Solution Document will be considered fixed. If these are changed without at least 10 working days notice then the buyer will be charged a daily rate fitting for the work specified. This includes work being delayed by late delivery of content (design elements, text, all project related assets) and late sign offs for the project by the Buyer.
The Buyer will own all design rights that relate to any goods purchased from the Company. Any software licence will allow the Buyer to use this with the site only. No replication of this software or any part of the code is allowed. The Buyer shall be responsible for obtaining any permissions necessary to place the Buyer’s content on the Buyer’s site. The Buyer shall have the full and complete responsibility to obtain any rights, licences, clearances, releases or other permissions necessary regarding content, imagery and audio.
This agreement shall in all respects be governed by and constructed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts in any legal proceedings and as regards any claim or matter relating to this agreement.
The Company maintains the right to use the Buyer’s name to promote the Company to future clients. This may include publicity, sales literature, online material and other marketing activities. Ideastream will include a “ Ideastream” or Meesles branding on home campaigns or pages of Buyers sites. Contact information will also be included within the Meesels application and/or Source Code.