Terms and Conditions for the Supply of Goods and Services

Business to Business

The buyer's attention is particularly drawn to Clause 15.

1. Definitions

Seller - Means The Wow Effect of 54 Thomas Road, Clacton, Essex, CO15 3JB.

Buyer - The person who buys or agrees to buy the Goods/and or Services from the Seller.

Conditions - The terms and conditions of sale as set out in this document and any special terms and conditions agree in writing by the Seller.

Goods - The items which the Buyer agrees to buy from the Seller as defined in the Order.

Price - The price for the Goods, excluding VAT and any carriage, packaged and insurance costs.

Intellectual Propery Rights - Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in design, database rights, rights to use, and protect the confidentiality of, confidential infomration (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protections which subsist or will subsist now or in the future in any part of the world.

Order - The Buyer's order for the supply of Goods and/or Services, as set out in the Buyer's order form, online purchase, or acceptance of the Seller's quotation.

Seller Materials - Has the meaning set out in clause 12.1.6

2. Conditions

2.1. These conditions shall form the basis of the contract between the Seller and the Buyer in relations to the sale of Goods and/or Services, to the exlclusion of all other terms and conditions including the Buyer's standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2. All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.

2.3. Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer's acceptance of these Conditions.

2.4. These Conditions may not be varied excpet by the written agreement of the Seller.

2.5. These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

3. Price

The Price shall be the price advertised or otherwise agreed by the Seller.

4. Payment and Interest

4.1. Payment of the Price and VAT (where applicable) shall be made using the Sellers chosen payment processor. No work shall be carried out until cleared funds have been received from Buyer for the full amount payable.

4.1.1. Where monthly payments are applicable, these must be made by monthly recurring payments using the Sellers chosen payment method.

4.1.2. When a one-off payment is applicable, the Seller may agree to invoice the Buyer and accept payment by BACS. In such circumstances, invoices are payable within (7) seven calendar days.

4.2. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.

4.3. The Buyer shall pay all accounts in full and not excercise any rights of set-off or counterclaim invoices submitted by the Seller.

5. Goods

5.1. The Goods are described in the Order.

5.2. The Seller reserves the right to amend or change the specification of the Goods if requred by any applicable statutory or regulatory requirements.

6. Warranties

6.1. The Seller warrants that for a period of (1) One month commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (the 'Warranty Period'), the Goods and/or Services shall:

6.1.1. Conform with their description;

6.1.2. Be of satisfactory quality with the meaning of the Sale of Goods Act 1979;

6.1.3. Be fit for purpose held out by the Seller; and

6.1.4. Be carried out in accordance with the Supply of Goods and Services Act 1982.

7. Delivery of Goods

7.1. Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

7.2. The Seller undertakes to use its reasonable endeveavours to despatch the Goods on an agreed delievery date, but does not guarantee to do so. Time of delievery shall not be of the essence to the contract.

7.3. The Seller shall not be liable to the Buyer for any loss or damange whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rate adjustment to the Price shall be made.

7.4. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

8. Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted the Goods within (1) One day after delivery to the Buyer.

8.2. The Buyer shall carry out a thorough inspection of the Goods within (1) One day and give notice in writing to the Seller after discovering that some or all of the Goods do not comply with the warranty above, in which event the Buyer must return the Goods to the Seller at the Buyer's cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

8.3. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9. Title and Risk

9.1 Rish shall pass on delivery of the Goods to the Buyer's address.

9.2. Notwithstanding the earlier passing of risk, the Title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3. Until Title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

9.4. The Seller may at any time before Title passes and without any liability to the Buyer:

9.4.1. Repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer's right to use, sell or otherwise deal in them; and

9.4.2. For that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter the premises of or occupied by the Buyer.

9.5. The Seller may raise an action for the price of any Goods notwithstanding that Title in them has not passed to the Buyer.

10. Carriage of Goods

Carriage will be chargeable on all sales where a delivery applies. This will be at the rates set by Royal Mail and be relevant for the Goods.

11. Supply of Services

The Seller agrees to:

11.1. To undertake and provide the Services in accordance with any brief and deadline agreed with the Buyer;

11.2. To manage and carry out the Services in an expert and diligent manner and to provide hes/her services to the best of his/her technical and creative skill and to be solely responsible for how the services are provided;

11.3. To the best of his/her ability, promptly and faithfully to meet the Deliverables and deadlines agreed with the Buyer;

11.4. The Seller is free to undertake and accept other engagements, except those which lead or might lead to any conflict of interest between the Seller and the Buyer during his or her appointment;

11.5. To use such suitably qualified and experienced personnel as he or she may from time to time deem appropriate.

11.6. The Seller has the right to supply a substitue of equivalent knowledge and expertise and acknowledges that the Buyer has the right to refuse the replacement if, in the reasonable view of the Buyer, the replacement is not sufficiently qualified to undertake the work. Where substistution occurs, the Seller will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original and the replacement.

11.7. To keep the Buyer informed of prgress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Buyer. While the Seller's method of working is entirely their owne and they are not subject to the control of the Buyer, they shall nevertheless comply with this and any other reasonable requests of the Buyer (or its clients) which do not impact upon the Seller's method of working.

12. Buyer's obligations

12.1. The Buyer shall:

12.1.1. Ensure that the terms of the Order are complete and accurate;

12.1.2. Co-operate with the Seller in all matters relating to the Services;

12.1.3. Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's premises as reasonably required by the Seller to provide the Services;

12.1.4. Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

12.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

12.1.6. Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer's premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions of authorisation.

12.2. If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act of omission by the Buyer or failure by the Buyer to perform any relevant obligation (the 'Buyer Default');

12.2.1. The Seller shall without limiting its other rights and remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve if from the performance of any of its obligations to the extenet the Buyer Default prevents or delays the Seller's performance of any of its obligations;

12.2.2. The Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clauses 12.2; and;

12.2.3. The Buyer shall reimburse the Seller on written demand for costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

13. Confidentiality

13.1 The Seller hereby agrees that during the course of his or her engagement under this Agreement they are likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Buyer and those of the Buyer's clients, customers and suppliers details of which are not in the public domain, in particular 'Confidential Information', and accordingly the Seller hereby undertakes to and covenants with the Buyer that:

13.1.1. They shall not any any time during this Agreement or for an indefinite amount of time after the Termination Date use or procure the use of the name of the Buyer in connection with their own or any other name in any way hold themselves out as having such connection;

13.1.2. They shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services, and:

13.1.3. They shall not at any time for an indefinite number of years after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Buyer whose province it is to know the same any Confidential Information by any other person.

13.2. The restrictions set out in Clause 13 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Seller.

14. Intellectual Property Rights

14.1. All Intellectual Property Rights in or arising out of or in connection with the Servies shall be owned by the Seller.

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