NORBAKE TERMS OF SALE

1. Application of Terms and Conditions

   • The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the accepted order which shall be subject to these Terms and Conditions; and
   • The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

1. Definitions and Interpretation

   • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”	means any day other than a Saturday, Sunday or bank holiday;
“Commencement Date”	means the commencement date for the Contract as set out in the accepted order;
“Confidential Information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract”	means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price”	means the price stated in the Contract payable for the Goods;
“Customer”	means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
“Delivery Date”	means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
“Goods”	means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
“Month”	means a calendar month;
“Services”	means the Services to be provided to the Customer as set out in the order; and
“Supplier”	means Norbake Services Ltd , a company registered in England under 06480626 of 4th Floor, Stockdale House, Headingley Office Park, 8 Victoria Road, Leeds, LS16 1PF and includes all employees and agents of Norbake Services Limited.

• Unless the context otherwise requires, each reference in these Terms and Conditions to:
  • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
  • a Schedule is a schedule to these Terms and Conditions; and
  • a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
  • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
• The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
• Words imparting the singular number shall include the plural and vice versa.
• References to any gender shall include the other gender.

1. Basis of Sale and Service

   • The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
   • No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
   • Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
     • the Supplier’s written acceptance;
     • delivery of the Goods;
     • provision of the Services; or
     • the Supplier’s invoice.
   • Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

1. The Goods

   • No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.
   • The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly
   • Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
   • The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
   • No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.

1. The Services

   • With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the accepted order.
   • The Supplier will use reasonable care and skill to perform the Services identified in the accepted order.
   • The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

1. Price

   • The price of the Goods and Services shall be the price listed in the Supplier’s price list current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
   • Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 28 days only or such lesser time as the Supplier may specify.
   • The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
   • Except as otherwise stated under the terms of any accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier's charges for packaging and transport.
   • The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

1. Payment

   • Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
   • The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 28 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.
   • All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

1. Delivery and Performance

   • Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the accepted order or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
   • The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
   • If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
   • With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the accepted order provide the Services expressly identified in the accepted order.

1. Non-Delivery of Goods and Services

   • If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
     • if the Supplier delivers the Goods and/or provides the Services at any time thereafter the Supplier shall have no liability in respect of such late delivery; or
     • if the Customer gives written notice to the Supplier within 10 Business Days after the Delivery Date (or Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 10 Business Days after receiving such notice the Customer may cancel the order and the Supplier’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods or services to those not delivered or provided over the price of the Goods or Services not delivered or provided.

1. Risk and Retention of Title

   • Risk of damage to or loss of the Goods shall pass to the Customer at:
     • in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
     • in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
     • in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
   • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
   • Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.
   • Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
   • The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
   • The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.
   • The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
     • the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
     • the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
     • the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
     • the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

1. Assignment

   • The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
   • The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

1. Defective Goods

   • All Goods come with our warranty for parts and labour. Our warranty is either 6 or 12 months for new or second-hand/refurbished Goods respectfully unless noted. Extended warranties can be purchased on arrangement
   • If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 10 Business Days of such delivery, the Supplier shall at its option:
     • replace the defective Goods within 28 Business Days of receiving the Customer’s notice; or
     • refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective,

but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.

• No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
• The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
• Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
• Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
• The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

1. Customer's Default

   • If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
     • cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
     • appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
     • charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
   • This condition applies if:
     • the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
     • the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
     • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
     • the Customer ceases, or threatens to cease, to carry on business; or
     • the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
   • If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

1. Liability

   • The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
   • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
   • The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
   • Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
   • The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
   • Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
     • for death or personal injury caused by the Supplier’s negligence;
     • for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
     • for fraud or fraudulent misrepresentation.
   • Subject to the remaining provisions of this Clause 14:
     • the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
     • the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

1. Confidentiality

   • Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and 12 months after its termination:
     • keep confidential all Confidential Information;
     • not disclose any Confidential Information to any other person;
     • not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
     • not make any copies of, record in any way or part with possession of any Confidential Information; and
     • ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 15.1.1 to 15.1.4 above.
   • Either Party may:
     • disclose any Confidential Information to:
       • any sub-contractor or supplier of that Party;
       • any governmental or other authority or regulatory body; or
       • any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 15.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

• use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
• The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

1. Communications

   • All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
   • Notices shall be deemed to have been duly given:
     • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
     • when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
     • on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
     • on the tenth business day following mailing, if mailed by airmail, postage prepaid.
   • All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

1. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

1. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

1. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

1. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

1. Law and Jurisdiction

   • These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
   • Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

1. Design & Printing

   • We will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request. Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, AI, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.

   • Default

     An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Norbake Services Ltd shall be entitled to remove Norbake Services Ltd ‘s and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

     Removal of such materials does not relieve the customer of its obligation to pay the due amount.

     Customers whose accounts become default agree to pay all Norbake Services Ltd ‘s reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.

     Copyrights and Trademarks

     By supplying text, images and other data to Norbake Services Ltd for inclusion in the customer’s website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.

     Any artwork, images, or text supplied and/or designed by Norbake Services Ltd on behalf of the customer, will remain the property of Norbake Services Ltd and/or its suppliers unless otherwise agreed in writing. A licence for use of the copyright material is granted to the customer solely for the project defined in the scope or request and not for any other purpose.

     The customer may request in writing from Norbake Services Ltd, the necessary permission to use materials (for which Norbake Services Ltd holds the copyright) in forms other than for which it was originally supplied, and Norbake Services Ltd may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.

     Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the client, not Norbake Services Ltd.

     By supplying images, text, or any other data to Norbake Services Ltd, the customer grants Norbake Services Ltd permission to use this material freely in the pursuit of the design.

     Should Norbake Services Ltd, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Norbake Services Ltd to remove and/or replace the file on the site.

     The customer agrees to fully indemnify and hold Norbake Services Ltd free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.

     Alterations

     The customer agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

     The customer also agrees that Norbake Services Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.

     Licensing

     Any design, copywriting, drawing, idea or code created for the customer by Norbake Services Ltd, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Norbake Services Ltd and any of its relevant sub-contractors.

     All design work – where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.

     Norbake Services Ltd will not be held responsible for any and all damages resulting from such claims.

     Norbake Services Ltd is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold Norbake Services Ltd responsible for any such loss or damage.

     Any claim against Norbake Services Ltd shall be limited to the relevant fee(s) paid by the customer.

     Data Formats

     The client agrees to Norbake Services Ltd’s definition of acceptable means of supplying data to the company.

     Text is to be supplied to Norbake Services Ltd in electronic format as standard text (.txt), MS Word (.docx)  or via e-mail / FTP or shared folder.

     Images which are supplied in an electronic format are to be provided in a format as prescribed by Norbake Services Ltd via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and Norbake Services Ltd will not be held responsible for any image quality which the client later deems to be unacceptable.

     Norbake Services Ltd cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

     Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images

     Design Project Duration

     Any indication given by Norbake Services Ltd of a design project’s duration is to be considered by the customer to be an estimation. Norbake Services Ltd cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Norbake Services Ltd for the initial payment or by date confirmed in writing by Norbake Services Ltd.

     Rights of Access for Website Construction

     The client agrees to allow Norbake Services Ltd all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

     The customer also agrees to allow Norbake Services Ltd access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

     The customer agrees to supply Norbake Services Ltd with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

     Design Project Completion

     Norbake Services Ltd considers the design project complete upon receipt of the customer’s signed Approval form or signoff email. Other services such as printing, display panel production, filmwork, website uploading, publishing etc either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.

     Website design only

     Norbake Services Ltd require that a template is approved by the customer before coding of a site commences. Once the template(s) for the web site are approved by the customer, coding will commence; any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.

     Once web design is complete, Norbake Services Ltd will provide the customer with the opportunity to review the resulting work. Norbake Services Ltd will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Norbake Services Ltd by e-mail.
     NORBAKE SERVICES LTD will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.

     Hosting websites

     Norbake Services Ltd offers a limited hosting services through an out-sourced virtual server. Norbake Services Ltd does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

     Norbake Services Ltd may request that clients change the type of hosting account used if that account is deemed by Norbake Services Ltd to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on Norbake Services Ltd’s virtual server are due at the commencement of any period of service and are non-refundable.

     Fees due to third party hosting organisations are the responsibility of the client and Norbake Services Ltd are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the customer / domain owner.

     Domain Registration

     Norbake Services Ltd cannot guarantee the availability of any domain name. Where Norbake Services Ltd is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.

     Search Engine Submission

     Due to the infinite number of considerations that search engines use when determining a site’s ranking, Norbake Services Ltd cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. Norbake Services Ltd recommend that customers use a professional SEO company and are happy to provide details of such companies, but accept no responsibility for their services.

     Design Credits

     The customer agrees to allow Norbake Services Ltd to place a small credit on printed material exhibition displays, advertisements and/or a link to Norbake Services Ltd own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
     The customer also agrees to allow Norbake Services Ltd to place websites and other designs, along with a link to the client’s site on Norbake Services Ltd’s own website for demonstration purposes and to use any designs in its own publicity and portfolios.

     Rights of Refusal

     Norbake Services Ltd will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Norbake Services Ltd also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that Norbake Services Ltd does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the customer is obliged to allow Norbake Services Ltd to remove the contravention without hindrance, or penalty. Norbake Services Ltd is to be held in no way responsible for any such data being included.

     Measurements & Custom Manufacture

     Norbake Services Ltd may take measurements to aid in the construction of custom made signage and other items. These measurements are a guide, and it is the client’s responsibility to check and confirm all measurements prior to agreement. Norbake Services Ltd cannot be held responsible for errors in the size of an item where the client has agreed to the design and subsequent manufacture.

     Custom manufacture is non-refundable. Whilst we will make every effort to refund any costs not yet incurred, we cannot guarantee any form of refund once manufacture has begun.