“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. |
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.
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
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.
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.
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.
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.
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.