In these Terms and Conditions unless the context otherwise requires, the following expressions have the following meaning:-
In these Terms and Conditions unless the context otherwise requires, the following expressions have the following meaning:-
"TP" means Team Partners Limited, 8 Willway Street, Bristol, BS3 4BG2. Terms
"the Customer" means the person or entity who accepts a written or oral quotation from TP for the sale of the Products or whose order for the Products is acceptable to TP
"the Products" means any products forming the subject matter of the Services including any parts and/or components thereof
"the Contract" means a contract for the provision of the Services
"the Price" means the price for the Services provided under the Contract
"Third Party Products" means those of the products and services not manufactured or supplied by TP but by a third party
"the Services" means the services to be provided by TP for the Customer under the Contract
"the Specifications" means the specifications of the Products and the Services as set out in the Schedule to the TP Order Form/purchase order form
"Commencement of the Contract" means the date upon which the earliest of the events recited in clause entitled Orders of these Terms and Conditions
"Hosting" means connecting a website onto the World Wide Web
"Domain Name Hosting" means registering and connecting a domain name onto the World Wide Web
"Customer Materials" means the Customer's originals artwork, samples software files or other materials supplied to TP
"Intellectual Property Rights" means all patents trade and service marks registered and unregistered, designs, copyright, know-how, confidential information, trade or business names, applications for the foregoing and any other similar protected rights
"Products and Services" means the products and or services supplied under the Contract
"Third Party Creative Works" means photography, illustrations or other contracted third party creative services or products
These Terms shall apply to all orders placed by the Customer with TP and shall supersede any previously published terms and conditions of business and shall override any terms and conditions stipulated, incorporated or referred to by the Customer in its order or negotiations (unless otherwise expressly agreed in writing by a Director of TP).3. Quotations
All quotations given by us are valid for a period of 30 days only from the date of such quotation (verbal or written). If the Customers' order instructions differ from the specification understood when the quotation was given, TP reserves the right to alter the price and/or terms of any quotations previously given.4. Orders
TP shall be entitled to subcontract any service it agrees to perform for any Customer, however TP remains responsible for delivery and quality of goods/services supplied.5. Supply of Services
TP shall supply and the Customer shall purchase the Services as principles only, to the intent and with the effect that no other party shall have the rights or obligations or be entitled to sue, or are liable to be sued, under the Contract.6. Terms of Payment
TP shall sell and the Customer shall purchase the Services in accordance with the Order Purchase Form subject to these Terms and Conditions.
No Contract shall come into existence until the earliest of:
The TP quotation being accepted by the Customer in writing (including email);
The Customer order (however given) being accepted by the earliest of:-
TP written confirmation or oral acceptance;
The receipt by the Customer of an TP invoice.
Payment for the Products shall be made in full on or before delivery. A deposit of 50%, must be paid by the Customer to TP before commencement of the Services and the balance shall be payable on the earlier of:7. Travel
The delivery of the Products to the Customer or its appointed agents;
60 days from Commencement of the Contract.
Subject to the clauses below the Price shall be that contained in the TP quotation or, where the specifications have been varied and such variation has been confirmed in writing, the price contained in the TP quotation together with the additional sum agreed in such written confirmation.
All prices quoted in writing are valid for 14 days only, or until earlier acceptance by the Customer, after which time they may be altered by TP without giving notice to the Customer. All quotations made by TP are valid only to the end of the business day upon which they are given.
TP reserves the right to adjust the price of the Products to reflect any increase in the cost to TP which is due to any factor beyond the control of TP including, without limitation, increase in the cost of Third Party Products, variation of the Specifications/purchase order (see Charges), any change in delivery dates, any delay caused by failure of the Customer to provide TP with sufficient information or instructions to provide the Services.
The Price excludes charges for transport and insurance.
The Price and any additional charge payable under this Contract is exclusive of Value Added Tax which shall be paid by the Customer at the rate and in the manner prescribed by the Law.
Time for payment of the Price and any additional charges shall be of the essence in this Contract. If any sum payable under the Contract is not paid within 7 days after the due date then, without prejudice to any other and remedies of TP, TP reserves the right to charge daily interest on such sum from the date for payment to the date of actual payment (inclusive) at a rate of 8% above the base rate of Lloyds Bank Plc from time to time in force compounded monthly. Such interest shall be paid on demand. Where payment is not made within thirty (30) days of due payment, your account may be suspended or terminated at the discretion of TP.
Where reasonable travel expenses are incurred, we reserve the right to charge travel costs incurred. Travel is charged at forty pence per mile. TP will notify the Customer in writing prior to incurring travel costs, following which an invoice will be raised.8. Title and Risk
No title to the Products shall pass to the Customer until payment in full of the Price together with any additional charges payable under the Contract has been received by TP in cleared funds.9. Sign off and Approvals
TP shall be entitled to pursue a claim or institute proceeding for any outstanding amounts payable under the Contract not withstanding that title to the Product has not passed to the Customer.
Risk in the Products shall be passed to the Customer when the Products are delivered to the Customer or its agent.
The Customer shall sign-off all design work prior to publication either by print, electronically or by other means. Every reasonable precaution is taken to ensure that errors such as spelling mistakes are corrected prior to publication. However, TP cannot be held responsible for errors in text or other materials supplied to us by the Customer or their agents and the Customer shall indemnify TP against any loss, damages, expenses, costs or liability whatsoever incurred through the use, design or publishing of such text or other material.10. Changes in Customer Specifications/Order Purchase Form
The Customer should approve each stage of a project as specified in the Contract before TP move on to the next stage. Where the next stage of a project is commenced with the knowledge of the Customer the previous stage shall be deemed to have been approved.
Any changes to the Specifications or amendments to content subsequent to the Commencement of the Contract may incur additional fees and/costs. Please see below.
The Customer must notify TP in writing of any change in the agreed specifications. TP will notify the Customer of the additional charges in writing.11. Charges
TP initial charge for developing the Customer's web site is calculated on the assumption that the copy first provided by the Customer is adequate and sufficient. If either TP or the Customer deems this not to be the case, then TP may at its own discretion levy additional charges for the necessary work to be completed.12. Hosting
Other additional charges for amendments following delivery of the Product will be made at our standard hourly rate.
Where the Specifications of the Services include hosting in consideration of providing such Services the Customer grants TP a licence to use, possess and refer to a copy of the Products solely in connection with the provision of the Services to the Customer and the Customer warrants that its title to and property in the text, images, photographs, drawings or other materials of any kind supplied to TP for the production of the Products is free and unencumbered and that it has the right, power and authority to licence the same upon the Terms and Conditions of this Contract.13. Advertising
AND THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THE FOLLOWING CLAUSE
TP shall not be liable for any loss, damage, expense, costs or claims arising from a loss of service or failure to provide a Hosting Service, which is not within TP'S control.
TP shall not be liable for any acts, omissions or failures of the Internet Service Provider providing the Hosting Service
Please see a full list of hosting terms a conditions by clicking here.
If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.14. Intellectual Property Rights Indemnity
The Customer will indemnify TP against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the images, photographs, designs, methods, drawings or information of any drawings or information of any kind passed to TP in pursuance of the Contract infringes the patent copyright registered design or trade mark rights of said Third Party (an Intellectual Property Infringement') notwithstanding any other provisions contained in the Contract TP shall not be liable to the Customer for any loss, damages, costs, expenses, claims or prosecutions resulting from the Customer's use of the World Wide Web or the Product.15. Software
The Customer shall be entitled to the non-exclusive use of the TP's Software supplied under the Contract subject to the following:-16. Confidentiality
- The Intellectual Property vested in the Software remains the property of TP
- The use shall be restricted to that for which the Software is supplied. No Licence is granted for general reproduction resale or transmission.
- The Customer may not modify adapt rent sell or create derivative works based on the software in whole or part without TP's express written authority
- The Customer will observe and comply with any Licences provided with TP's Software.
The Customer shall only be entitled to use Third Party Software supplied under the Contract in accordance with the Terms of the Licences for that Software.
When TP supplies Software or other computer based materials it will not include source code which is TP's proprietary information. TP will deliver executable code which the Customer will have full rights to use subject to these Terms.
The Parties hereby undertake to each other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained under the Contract or which it has been advised is confidential in nature save that which is trivial or obvious, already in its possession or is in the public domain other than as a result of a breach of this clause.17. Warranty and Exclusion of Company's Liability
The Parties shall use best endeavours to prevent disclosure of confidential information in accordance with this clause.
Subject to the terms set out below TP warrants:-18. Customer Materials
- That the Products will correspond with their Specification at the time of delivery and be free from defects in material and workmanship and;
- The Services will be provided with reasonable skill and care.
TP shall not be liable under the above warranty:-
- Unless a claim for a defective Product is made within 48 hours of collection by the Customer or delivery by the Company of the Products by returning all the Products in question with a copy of the written order; - In respect of any defect or fault arising from fair wear and tear wilful damage negligence abnormal storage or working conditions failure to follow TP's instructions misuse or use of the Products by inexperienced or untrained persons
- In respect of any defect or fault discovered in software or other Products and Services. Such products and services are provided 'as is'. TP will use all reasonable endeavours to maintain the service provision in such a manner to minimise the likelihood of any service disruption. TP makes or gives no conditions, warranties or representations, whether express or implied, arising by statute, common law or otherwise, including but not limited to any implied terms, warranties or conditions of completeness, accuracy, satisfactory quality, merchantable quality or fitness for a particular purpose or the exercise of reasonable skill and care in relation to its construction
- If the total price for the Contract has not been paid by the due date for payment
In respect of Third Party Products or materials in respect of which the Customer shall only be entitled to such warranty as is given by the Third Party Supplier to the Company subject as expressly provided in these Terms all warranties conditions or other Terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where any valid claim in respect of any of the Products which is based on any defect in the quality of the Products or the failure to meet specification is notified to TP in accordance with these Terms TP shall be entitled to replace the Products (or the part in question) free of charge or at TP's sole discretion refund to the Customer the price of the Product (or a proportional part of the price) but TP shall have no further liability to the Customer.
Except in respect of death or personal injury caused by TP's negligence TP shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any indirect special or consequential loss or damage (whether for loss of profit or otherwise) which arise out of or in connection with the supply of the Products or Services and the entire liability of TP under the Contract shall not (except as expressly provided in these Terms) exceed the price of the Contract.
Whilst every care is taken in handling the Customer Materials TP accepts the Customer Materials on the understanding that this is entirely at the Customer's risk.19. Entire Agreement
Unless otherwise agreed in writing TP's liability if the Customer's Materials are lost destroyed or damaged will be limited to the replacement cost.
TP advises the Customer to insure Customer Materials for their full value against all risks loss or damage.
TP hereby reserves the right to use the Customer name, logo, Customer Materials and associated brand names and logos for the purposes of publicity. Also any work undertaken by TP will visibly show TP's name and link to their website unless otherwise agreed in writing.
These Terms and Conditions supersede all prior agreements, arrangements and understandings between the parties and constitute the entire Agreement between the parties relating to the subject matter thereof. No addition to or modification of this Agreement shall be binding upon the parties unless made by a written instrument and signed by a duly authorised representative of each of the parties.20. Force Majeure
TP shall not be liable for any delay or failure in performing any of its obligations under the Contract if such delay or failure is caused by circumstances beyond its reasonable control and TP shall be entitled to a reasonable extension of time for the performance of such obligations or if performance is rendered impossible by such circumstances TP shall refund any monies held less its reasonable costs for work undertaken prior to the occurrence of such circumstances.21. Termination
The Agreement may be terminated forthwith by written notice from either party if: (i) the other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party's intention to terminate); or (ii) the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.22. Governing Law
These Terms and Conditions and any questions, disputes or other matters relating to them shall be governed by and determined in accordance with the laws of England.
Team Partners is a company registered in England and Wales with Company number 03772227 Vat Registration number GB 800 679731.