General Sales Terms & Conditions

It's really important to us that you understand what we expect of you when working together, and you know what to expect from us. This way we can work together in order to provide you the best possible service. Please read our terms and conditions carefully, even if you only do it once! If there's anything you don't understand, please contact us on 0115 9430777 and we will be only too happy to help.

1. Definitions

   In these Conditions, and any contract or agreement which incorporates them, the following words have the following meanings:

   Acceptance: means your acceptance of our Proposal in writing or (if earlier) when we commence performance of the Services or deliver the Goods, and the terms "Accepting" and "Accepted" shall be construed accordingly;

   Activation Date: means in relation to Continuing Services, the date on which such services commence, as notified by us to you.

   Additional Charge: means anything specified as an Additional Charge or stated in the Contract Documents to be additionally chargeable.

   Charges: means our charges and fees for all Goods and Services to be supplied under the Contract, which shall either be the Charges stated in the Proposal, or calculated in accordance with Condition 6.6 unless otherwise agreed in writing by us, together with any Additional Charges which we are entitled to from time to time under the Contract.

   Conditions: means these General Sales Terms and Conditions.

   Continuing Services: means any services provided by us which are a continuing or periodical service, such as web site hosting, operation and support services and storage of Customer Materials.

   Contract: means the contract that incorporates these Conditions.

   Contract Documents:means all written documents forming part of the Contract, including the Proposal and the Specification.

   Customer, you or your: means the person buying the Goods or Services.

   Customer Materials: means (a) any hardware or other property of the Customer to be stored by us from time to time as part of the Services, and (b) any materials issued or to be issued by you to us to enable the provision of any Goods or Services.

   Deliverables: means all software and materials to be and/or actually authored, collected, prepared, designed, obtained, generated, acquired, developed, produced or supplied by us as part of or in the course of performance of the Contract, including designs, web-sites and web site designs, stand designs, video productions, interactive presentations, reports, and notes of advice and recommendations.

   Delivery:means carriage of Goods to your premises of such other location as may be agreed, or making the Goods available for collection.

   Deposit: means any deposit payable by you to us, as specified in the Proposal.

   Event: means an event in respect of which we are to provide Services to you, as specified in the Proposal.

   Goods: means any goods to be supplied by us under the Contract, as specified in the Contract Documents.

   Intellectual Property Rights: means all or any registered or unregistered intellectual property rights in any part of the world, including but not limited to, patents, design rights, copyrights, database rights, topography rights, know-how, rights in inventions and ideas, and rights to confidence, together with any right to apply for any such intellectual property rights and the benefit of any applications for any such intellectual property rights.

   Periodical Charge: means any periodical Charge for any Continuing Services as set out in the Contract Documents or otherwise notified to you from time to time.

   Proposal: means a proposal, estimate or quotation submitted by us to you for Goods and Services to be provided to you and the Charges for such Goods and Services.

   Services: means any services to be provided by us as specified in the Contract Documents, which includes Continuing Services and Events.

   Set-Up Charge: means any charge payable for initial set-up of the Continuing Services, as set out in the Contract Documents or otherwise notified to you.

   Specifications: means any specifications, designs and requirements for Goods, Services and Deliverables as set out in a Proposal or otherwise agreed by you and us.

   Spinning Clock, we, us and our: Spinning Clock Limited.

   Third Party Materials: means any materials, information, documents, literature, specifications, manuals, reports, drawings, designs, artwork, data, models, prototypes, photographs, films, sound recordings, computer programmes or other materials (in whatever form and on whatever media held) which are supplied to you by a third party in connection with the Contract.

   Third Party Services: means any third party services required to provide any Goods or Services, such as telecommunications services.

2. Contract Formation

   1. Application of Conditions

      These Conditions shall apply to and be incorporated into all Proposals, offers, orders, acceptances and agreements for the provision of Goods and/or Services by us and shall prevail over any other terms of the Contract unless otherwise agreed by us in writing. All terms and conditions of the Customer are hereby excluded. A contract for the supply of Goods and/or Services shall be formed on Acceptance of a Proposal.

   2. Proposals

      You are responsible for verifying that the details in the Proposal are correct and by Accepting the Proposal you will be taken to have confirmed that such details are correct. Any Proposal is unless otherwise expressly stated by us in writing, valid for period of 14 days only from its date, provided it has not previously been withdrawn. We may amend or withdraw a Proposal at any time before Acceptance.

3. Commencement and Duration of Services

   1. Purchase Orders

      If a purchase order is required by you to authorise payment of our invoices, purchase order numbers must be provided at the time of Acceptance. We reserve the right not to commence performance of the Services or not to deliver any Goods until a purchase order number is received.

   2. Continuing Services

      The Continuing Services will commence on the Activation Date notified by us, following completion of any required set-up and installation work. Any provisional or proposed Activation Dates notified to you are estimates only. The Continuing Services shall continue for the period agreed in writing with you. If we have not agreed with you a period for the Continuing Services, then the Continuing Services will continue for month, and will automatically renew for each succeeding month unless and until terminated under Condition 16.2.

4. Specifications

   1. Conformity

      We will supply the Goods and Services substantially in accordance with the Proposal and the Specification. Where any aspect of the Goods or Services is not covered by or is only partially covered by the Proposal and the Specification, then we shall have discretion as to what to supply and how to meet your requirements in our reasonable professional judgement.

   2. Customer Approval of Designs and Specifications

      1. Designs

         At our option we may provide you with copy, artwork, layouts, storyboards, scripts and Specimens for approval. You shall provide such approval in writing and shall not unreasonably withhold or delay approval.

      2. Amendments

         At our discretion (acting reasonably) we shall be entitled to make an Additional Charge for any work required to implement any amendments requested by you to copy, layouts, artwork, storyboards and/or scripts prior to or following you approval of the same.

      3. Approval

         Your approval of copy, artwork, layouts, storyboards, scripts or Specimens will be our authority to produce the Deliverables and to enter into any contracts with suppliers and sub-contractors.

      4. Specimens

         If you choose to have any Specimens in other than a full printing proof form (for instance a computer file), then you acknowledge that it may not be true to colour or scale, and we shall not be responsible if the Deliverables do not meet with your expectation as to colour or scale.

   3. Changes

      We may make an Additional Charge for all changes to the Specification which you wish to make.

   4. Colour

      In relation to printed materials we are to supply to you, you acknowledge that due to the printing processes involved, the vibrancy and quality of the colour will always be better and more defined in a Specimen than in the final materials, and we shall not be responsible for any discrepancies or variations arising as a result of the colour process of the printing other than substantial ones.

   5. Downtime

      We shall be entitled to temporarily suspend or take out of use, without prior notice, any part of the Continuing Services for operational purposes including: replacement, maintenance, repair and upgrade; rectifying any unplanned malfunction, fault or damage; dealing with any actual or suspected security breach; taking any other action reasonably required for the provision of the Continuing Services. This may also take place where any Third Party Services are suspended or be taken out of us on similar grounds or on any other grounds required by the provider of the Third Party Services.

5. Customer Obligations

   1. Customer Materials

      Where you are to provide Customer Materials to be used to perform the Services or produce any Deliverables, including all content for any websites, flyers and leaflets, you must ensure that they comply with the agreed Specification. You are responsible for ensuring that any Customer Materials are in such suitable format as we may specify. If any Customer Materials are unsuitable, any additional costs incurred by us as a result of such unsuitability will be passed onto you as an Additional Charge. We will not be liable for imperfections in Services or Deliverables due to the nature or condition of the Customer Materials.

   2. Customer Responsibility

      You acknowledge that Spinning Clock is relying on the timeliness and accuracy of the Specification in the provision of the Goods and/or Services. We shall have no liability to you in respect of any inability to provide the Goods and/or Services at all, on time or in conformity with the Contract as a result of incomplete, incorrect, inaccurate, illegible, out-of-sequence, or wrongly formed Specification, or arising from its late arrival or non-arrival and you shall pay us for any wasted time, expenses, labour and materials we incur as a result of your failure to comply with this Condition 5.2.

   3. Customer Materials

      Where as part of the Services any Customer Materials are being stored, hosted or co-located, or are otherwise in the possession of us or any of our sub-contractors, then you will be responsible for insuring Customer Materials from and against all losses, and the only liability we may have will be for loss or damage to the Customer Materials caused by our negligence.

   4. Co-operation

      You agree to co-operate with us and to provide any labour, facilities, assistance and information reasonably required by us to perform the Contract, including anything specified in the Contract Documents, or to satisfy the requirements of any applicable self-regulatory codes or statutory requirements.

   5. Law

      You agree to comply with all applicable laws and to ensure that all Customer Materials are provided in compliance with any laws, and that you are responsible for providing or procuring any legal advice relating to the content, design or layout of any materials to be designed and supplied as part of the Goods or Services, including compliance with any laws, standards and codes of practice relating to advertising, product information, and financial services. We shall not be obliged to do or permit anything under the Contract which would or is likely to cause us to be in breach of any law or legal duty applicable to us.

   6. Authority

      Where you engages us to operate on your behalf any event registration or other procedure, then you hereby delegates to us authority to operate such procedure any to make contracts on your behalf accordingly.

   7. No Poaching

      For the term of the Contract and for a period of six months after termination thereof, you shall not without our prior written consent, directly or indirectly solicit the employment of or engagement of any person employed or engaged by us, but without prohibiting general employee recruitment advertising.

6. Price and Additional Charges

   1. Payment Obligation

      In consideration of the supply of the Goods and Service you agree to pay the Charges, and all Additional Charges which arise, together with any VAT, in accordance with the terms of the Contract.

   2. Expenses

      In addition to the Charges and Additional Charges you agree to pay the cost of accommodation, travelling, subsistence and other ancillary expenses reasonably incurred by the employees, agents or sub-contractors we engage in connection with the provision of the Services.

   3. Additional Charges

      We may make a reasonable Additional Charge in the following circumstances: for any additional work or Services provided at your request which was not included in the Proposal; for any additional work or expense incurred as a result of any information provided by you being delayed, illegible, inaccurate or incomplete; for investigating and correcting any fault caused by you; or in accordance with Conditions 4.2(b), 4.3, 5.1, 6.5, 7.7, 8.2 and 8.3.

   4. Continuing Services

      The provisions of this Clause 6.4 shall apply to Continuing Services.

      1. Set-Up Charges

         A Set-Up Charge will be payable for initial set-up of the Continuing Services. We reserve the right to raise an additional Set-Up Charge for any subsequent changes in relation to the Continuing Services, including changes to the Specification. A Set-Up Charge may include any charges made against us by any Third Party Service Provider for such changes.

      2. Periodical Charges

         A Periodical Charge will also be payable for the Continuing Services. Such Charge may change if you subsequently order a change to the Continuing Services. If you order a change to the Continuing Services which attracts an increased or additional Charge, then the increase will apply with effect from and including the applicable period in which the Activation Date for the change falls. A full charge is payable even if a change occurs or the Contract terminates part way through a period, but without prejudice to our liability for breach of the Contract.

   5. Goods

      Charges for Goods are ex-works (as defined in Incoterms 2000). The Charge for Goods excludes delivery of the Goods at any premises other than our premises, for which we may make an Additional Charge.

   6. Additional Charges and Time and Materials

      For any Charge or Additional Charge which is not specified in the Proposal or for which a fixed quote is not given, it shall be a reasonable price or charge specified by us, including labour at our standard rates, materials at our list price or at cost plus our standard mark-up, and travel, accommodation and subsistence costs and expenses at our standard rates, and all other costs and expenses properly incurred in providing the Goods and Services at cost plus our standard mark-up.

   7. VAT

      All Prices and Additional Charges are exclusive of value added tax and any other applicable sales taxes, which we may charge in addition, and shall be payable at the same time.

   8. Cancellations

      You shall be entitled at any time to request that we cancel any and all of the Services. We will take reasonable steps to comply with any such request provided that we are able to do so within our contractual obligations to suppliers and other third parties, and provided that cancelled design time does not cause disruption to our studio schedule. In the event of any such cancellation, you shall reimburse us for any Charges, Additional Charges, costs or expenses incurred by us up to the date of such cancellation or to which we are committed and you shall indemnify us on demand against any costs, liabilities, damages, expenses or losses (including any direct, indirect or consequential losses, loss of profit or loss of reputation) arising out of or in connection with such cancellation.

   9. Late Cancellations

      Without prejudice to Condition 6.8, in the event that you cancel the Services to be provided between 8 and 14 days prior to the start of the scheduled Services, we reserve the right to charge you the greater of: (a) 50% of the Charges set out in the Proposal; and (b) any Charges, Additional Charges, costs or expenses incurred by us up to the date of such cancellation or to which we are committed. In the event that you cancel the Services to be provided within 7 days of the start of the scheduled Services, we reserve the right to charge you the greater of: (a) 100% of the Charges set out in the Proposal; and (b) any Charges, Additional Charges costs or expenses incurred by us up to the date of such cancellation or to which we are committed.

7. Payment Terms

   Except to the extent alternative payment terms are stated in the Contract Documents, the following terms shall apply:-

   1. Invoicing

      Except for Periodical Charges, we may invoice you for the Charges, any Additional Charges and any amounts payable in accordance with Condition 6.2 at the times set out in the Contract Documents or otherwise when the supply of the Goods and Services is complete.

   2. Deposits

      You shall pay the Deposit within the timescale stated in the Proposal. If you fail to pay the Deposit in full by the due date, the provisions of Condition 7.7 shall apply.

   3. Set-Up Charges

      Set-up Charges shall be due and payable at the time of Acceptance.

   4. Periodical Charges

      The first Periodical Charge shall be due and payable on Acceptance. Subsequent Periodical Charges shall be due in advance at the start of each applicable period. If there is any change to the Periodical Charge, then the Charge for the period in which the change commences shall be due with the Customer's order for that change.

   5. Payment

      You shall pay our invoices by the due date for payment stated on our invoice, or if no such date is stated, within 30 days of the date of invoice. Time for payment shall be of the essence.

   6. Payment Method

      Unless otherwise agreed, all payments shall be made in pounds sterling, by bank transfer to such account as we may specify, in full without set-off, deduction, counter-claim, or withholding.

   7. Late Payment

      Without prejudice to any other right or remedy that we may have, if you fail to pay us in full on the due date for payment:

      1. Interest

         We may charge you daily interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 running from the due date until the date of payment;

      2. Suspension

         We may suspend the performance of all Services and delivery of all Goods until payment has been made in full and we may make an Additional Charge for any resulting additional or wasted cost and expense. Such suspension will end when you pay all overdue amounts; and

      3. Cancellation

         We may cancel any and all of the Services to be provided to you. In the event of such cancellation you will reimburse us for any Charges, Additional Charges, costs or expenses we have incurred up to the date of cancellation or to which we are committed and indemnify us on demand against any costs, liabilities, damages, expenses or losses (including any direct, indirect or consequential losses, loss of profit or loss of reputation) arising out of or in connection with such cancellation.

8. Performance

   1. Timescales

      We will use reasonable endeavours to perform the Contract and supply the Goods and Services in accordance with any dates or times stated in the Contract Documents or otherwise within a reasonable time. All stated dates and times are estimates only and time is not of the essence.

   2. Scheduling of Work

      At our request, you must co-operate with us to schedule all activities comprised in the supply of the Goods and Services, and agree with us a reasonable plan for this, including a statement of the tasks of both parties, with dates for performance of those tasks, and you must observe that schedule. We may make an Additional Charge for any additional work, labour, cost or expense we reasonably incur as a result of any failure by you to comply with the schedule. If we and you cannot agree the schedule, then we shall be entitled to specify the schedule based on our standard practices. We shall be entitled to vary and update the schedule from time to time based on changes in the actual times to complete any tasks, delays, and any variations to any Specifications agreed.

   3. Hindrances

      If we are not able to carry out delivery and/or provide any other Goods and Services on any agreed date or at all, or are hindered in the course of carrying out or providing the same, and this is not due our breach of the Contract: (1) to the extent we have not already done so, we shall be entitled to invoice you for the Charges as if delivery and the provision of the Goods and Services had successfully occurred; (2) we may make an Additional Charge for the cost of returning any Goods to our premises; (3) we may make an Additional Charge for all wasted costs of carriers, staff, sub-contractors and other arrangements made for that date or make an Additional Charge for all costs of carriers, staff, sub-contractors and other arrangements for any revised date; and (4) we may make an Additional Charge for any additional work, labour, cost or expense we reasonably incur.

   4. Delivery

      Unless otherwise stated, we will deliver Goods to the premises specified in the Contract Documents. If you are to collect the Goods, then you must collect them within 5 days of when we inform you that they are ready.

   5. Risk & Title

      Risk in any Goods and Deliverables will pass to you when they are Delivered to you or your representative or carrier. Title to all Goods and Deliverables shall remain with us until we have received payment in full of all Charges due under the Contract, and we shall be entitled to repossess those Goods or Deliverables if we are entitled to or are reasonably likely to become entitled to terminate this Contract for your breach, non-payment or insolvency.

   6. Non-Delivery

      If we are delivering any Goods, you must notify us of non-receipt within 5 days of receiving notice from us that the Goods have been despatched, or you will be considered to have received them.

   7. Loading and Unloading

      Unless otherwise agreed, if you are collecting the Goods from us, then you are responsible for loading them and if we are delivering the Goods, then you are responsible for unloading them.

   8. Receipt

      You must sign any note requested by us to acknowledge receipt of the Goods.

   9. Packaging

      All packaging must be returned to us if we request, otherwise you are responsible for its disposal.

9. Authorised Representatives

   1. Appointment

      Each party shall nominate an individual authorised representative for the purposes of the Contract, who shall be that party's contact, and who shall have authority to receive notices and other communications. A party may replace or nominate a temporary stand-in for its authorised representative from time to time. Each party shall ensure that the other has up-to-date contact details for its authorised representative.

   2. Availability

      Each party shall ensure that its authorised representatives are available on reasonable request to deal with any matter or dispute relating to the Contract.

   3. Meetings

      Meetings between authorised representatives of each party may be called by either party on reasonable notice. Unless otherwise agreed, the location of any meetings shall be such reasonable location as is specified alternately by either party. Each party shall notify the other of any items which it wishes to include on the agenda for any such meeting.

10. Intellectual Property

    1. Your IPR

       We acknowledge that all Intellectual Property Rights in the Customer Materials and Specifications you supply are your property. We will keep your Customer Materials and Specifications confidential. You licence us to edit, adapt, translate and copy all Customer Materials and Specifications provided by you and to perform the Services and produce the Deliverables according to your Specifications. You agree to indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in connection with, or paid, or agreed to be paid by us in settlement of any claim for infringement of Intellectual Property Rights of any other person which results from our exercise of the above licence and use of the Customer Materials and Specifications.

    2. Deliverables

       All Intellectual Property Rights and other rights in the Deliverables (other than Customer Materials) shall be owned by us. Subject to your payment in full of the Charges and any Additional Charges, we grant to you a licence to use the Deliverables solely for the purpose of obtaining the full benefit of and making full use of the Deliverables in accordance with the Contract Documents. This licence shall terminate automatically if any amounts payable by you to us shall become overdue and you shall not pay such amounts in full within 7 days of notice from us. You shall not, without our prior written consent: (1) edit, alter, adapt or modify the Deliverables; (2) copy, reproduce or deal in the Deliverables; or (3) make the Deliverables available to third parties.

    3. Third Party Materials

       You acknowledge that your use of Intellectual Property Rights in any Third Party Materials is conditional upon us obtaining a licence (or sub-licence) from the relevant third party on such terms as will entitle us to license such rights to you. You shall comply with any terms and conditions of a third party in relation to the use of any Third Party Materials.

11. Tupe

    In this Condition 11 “Transfer Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time;

    1. Indemnity

       If, as a consequence of you engaging us to provide any of the Goods and Services, the contract of employment of any individual who is or was an employee of you or of any other person, including any person who provided any goods or services which the Goods and Services are a replacement for, (a "Transferring Employee") is deemed pursuant to Regulation 4(1) of the Transfer Regulations or any other law to have had effect as if originally made between the Transferring Employee and us, then you shall indemnify us from and against any loss, damage, liability, claim, judgement, award, damages, fine, penalty, compensation, cost or expense, in each case for, in relation to or arising out of any Employment Liability, together with all legal costs and administrative and other costs and expenses suffered or incurred by us in managing handling, defending and settling any claims or legal proceedings connected with any of the above, and any reasonable settlements reached.

    2. Employment Liability

       For the purposes of this Condition 11, "Employment Liability" means any and all of the following:-

       1. any duty or liability transferred to us pursuant to Regulation 4(2)(a) of the Transfer Regulations, which is a duty or liability to or in relation to any Transferring Employee;
       2. any act or omission in respect of any Transferring Employee or their contract of employment, which is deemed to be an act or omission by us under Regulation 4(2)(b) of the Transfer Regulations;
       3. any failure to comply with any obligations to provide information or carry out any consultation under the Transfer Regulations, or any failure to comply with legal obligations to trade unions, staff associations or other bodies or persons representing employees;
       4. any sums, remuneration, payments and benefits due or payable to any Transferring Employee, whether due or payable before, on or at any time after the transfer of their contract of employment;
       5. any taxes, National Insurance contributions and other levies due in relation to any Transferring Employee or their contract of employment, whether due or payable before, on or at any time after the transfer of their contract of employment; and
       6. any dismissal (including constructive, unfair dismissal and redundancy) of any Transferring Employee before, on or at any time after the transfer of their contract of employment, including dismissals effected by us, where we do not wish to retain the Transferring Employee.

12. Warranty Terms

    1. Third Party Warranty

       In respect of any Third Party Services or where we are not the manufacturer of the Goods, we shall, to the extent we are able to do so, transfer to you the benefit of any warranty or guarantee given to us.

    2. Goods

       Subject to the other provisions of these Conditions, we warrant that the Goods will conform to the Specifications in all material respects and will be free from material damage or defects on Delivery.

    3. Services

       Subject to the other provisions of these Conditions, we warrant that the Services will conform to the Specifications in all material respects and will be provided with reasonable care and skill.

    4. Inspection

       You must inspect Goods following Delivery and we shall not be liable for any non-conformity, damage, or shortage discoverable on reasonable visual inspection unless you notify us of the same within 7 days after the day of Delivery.

    5. Acceptance and Rejection

       Without prejudice to your rights under this Condition 12, your right to reject any Goods will expire and you shall be deemed to have accepted any Goods 7 days after the date they were Delivered or otherwise provided. You will be considered to have accepted the Goods as being fully in conformity with the Contract if you use or resell them.

    6. Remedy

       We will remedy any breach of this Condition 12 (at our option) by rectification, replacement, or refund of all or part of any Charges and Additional Charges for the affected Goods or Services, and you shall give us a reasonable opportunity to provide this remedy. We shall not have any other liability for breach of this Condition 12 if we provide this remedy.

    7. Exclusion of Implied Warranties

       All warranties, terms or conditions implied by statute, common law, custom or otherwise as to the condition or quality of the Goods and Services, or fitness for purpose of the Goods or Service, or correspondence of the Goods or Services with any sample or description, are hereby excluded.

    8. Warranty Exceptions:

       We shall not be liable for any breach of this Condition 12 in respect of any matter, circumstance, malfunction, fault or damage (1) resulting from or constituting normal deterioration or wear and tear; or (2) resulting from any alterations made by any person other than us; (3) resulting from misuse of the Goods or failure to take reasonable care of the Goods after delivery to you; (4) resulting from any fault or defect in any Customer Materials; or (5) resulting from your acts or omissions, including any situation where you ignore our advice.

13. Exclusion and Limitation of Liability

    1. Liability Excluded and Limited

       In the Contract, references to our being "liable" or to our "liability" shall be to: our liability to you under or for breach of the Contract; our liability to you for or in respect of tort, negligence, breach of statutory duty, liability imposed by statute, accidental or negligent misrepresentation; and any other liability we may have to you whatsoever arising under or out of, in connection with, or in the course of performing, the Contract.

    2. Liability Not Limited

       We do not limit or exclude our liability to you for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation, for infringement of your Intellectual Property Rights in the Customer Materials and Specifications or for breach of confidentiality. Except as provided in Condition 12 we do not limit or exclude our liability to provide a refund of the Charges or any Additional Charges.

    3. Excluded Types of Loss

       Subject to Condition 13.2, we shall not be liable to you for (1) any special, indirect or consequential loss, (2) any loss of profit, use, expectation, anticipated savings, production, business, revenue, use, contract or goodwill, (3) any costs or expenses, liability, commitment, contract or expenditure incurred or wasted in reliance on the Goods or Services being provided in accordance with the Contract, (4) wastage, spoilage, loss and damage caused to any other goods in which the Goods are to be incorporated and (5) losses suffered by third parties and your liability to third parties.

    4. Damage to Property

       Our liability for the cost of repairing or replacing, and/or for the diminution in value of, any property lost, damaged or destroyed due to our breach of the Contract or our negligent acts or omissions shall be limited to £5,000,000 per incident, or if there is more than one incident arising out of the same cause, for all such incidents in the aggregate.

    5. Product Liability

       Our liability for the cost of repairing or replacing, and/or for the diminution in value of, any property lost, damaged or destroyed, where caused by any defect in any Goods, or remedying any breach of Condition 12, shall be limited to £5,000,000 in aggregate for all incidents occurring in any calendar year.

    6. General Limitation

       With the exception of liability covered by the Conditions entitled "Liability Not Limited", "Damage to Property" and "Product Liability", our total liability for all events giving rise to liability to you in aggregate shall be limited to the Charges payable under the Contract.

14. Confidentiality

    The parties will keep in confidence any information (whether written or oral) of a confidential nature obtained or accessed under or in connection with the Contract, and will not without the written consent of the other party disclose that information to any person, other than on a confidential basis to their employees or professional advisers, or to any holding company or any subsidiary of such holding company who needs to know the information, or where required to do so under any statutory obligation, or where permitted to do so under the Contract or required in order to perform the Contract. This Condition shall not apply to any information in the public domain, unless through breach of the Contract. On termination of the Contract each party will return or destroy any confidential information of the other.

15. Force Majeure

    We shall not be liable to you for non-performance or late performance of the Contract due to any matter beyond our reasonable control, including (without limitation) Act of God, war, threat of war, terrorism, riot, civil commotion, public demonstration, blockade, or sabotage, the act of any government, government authority or legislature, industrial action (including our own employees), lightning, fire, explosion, storm, flood, earthquake, accumulation of snow or ice, or drought, shortages (including of fuel, utilities, and raw materials), vandalism, theft and other criminal action, interruption or failure of utilities, or anything of a similar nature affecting our carriers, sub-contractors or suppliers. If any event listed above leaves us still being able to perform some, but not all of our contracts with you and/or with third parties, then we may provide partial performance and we may decide in our sole discretion which contracts to perform.

16. Termination

    1. Breach and Insolvency

       We may terminate a Contract immediately if the Charges or any Additional Charges payable by you become overdue and you fail to pay within 14 days of notice from us demanding payment. Either party may terminate a Contract immediately if (1) the other is in breach of the Contract, which is either incapable of remedy, or if capable of remedy is not remedied within 30 days of notice of the breach, or (2) if the other shall become unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 or Section 268 of the Insolvency Act 1986 (as the case may be), or is liquidated, wound-up or has a petition for winding-up presented against it, or passes a resolution for winding-up, or a petition for the appointment of an administrator is presented against it, or has any receiver or administrative receiver appointed in respect of all or any of its undertaking or assets, or is subject to an interim order, or commits any act of bankruptcy, or makes any arrangement or otherwise compounds or compromises with the its creditors, or if any equivalent event happens to it under the laws of any relevant jurisdiction. Termination of the Contract by us shall effect a termination of any licences we may have granted to you under or in connection with the Contract.

    2. Termination of Continuing Services

       Either party may terminate the Continuing Services at any time following expiry of any minimum term stated in the Contract Documents on giving written notice to the other party in accordance with the notice period specified in the Contract Documents, or if no notice period is specified, by giving not less than 3 months' written notice to the other party.

    3. Accrued Rights

       Termination of a Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

17. General

    1. Entire agreement

       These Conditions and the other Contract Documents constitute the entire agreement between you and us.

    2. Assignment

       You may not assign or transfer the Contract without our prior written consent.

    3. Sub-Contracting

       We may sub-contract our obligations under the Contract.

    4. Third Party Rights

       The Contract shall not confer any benefit on any third party or be enforceable by any third party.

    5. Invalid Terms

       Each of the terms of the Contract is separate and severable. If any term is held to be void or invalid by any court, it shall be severed, and the remaining terms shall continue in full force.

    6. Waiver

       No failure, delay or forbearance by us in enforcing any term of the Contract or exercising any right or remedy shall constitute a waiver of such term, right or remedy.

    7. Notices

       Notices must be in writing and be sent by hand or pre-paid first class post to the party’s address stated in the Contract Documents or to any other address that a party may notify to the other. A notice shall be considered to be served: if sent by hand, at the time of delivery; if sent by first class post, on the second day after posting.

    8. Recovery Costs

       You shall pay to us all our reasonable and proper costs and expenses (including legal costs) incurred by us to enforce payment of any debt under the Contract, and to recover any Goods to which we retain title.

    9. Interpretation

       In the Contract a reference to a “person” includes a reference to a company or other body corporate, association, partnership or individual; a reference to the singular shall include the plural and vice versa; and a reference to any gender shall include every gender; a reference to any "materials" includes any information, documents, property, data or other materials of any kind, and in whatever form , both physical and intangible; a reference to any software includes any computer programs, instructions or algorithms, firmware, source code, object code, scripts, applets, mark-up languages, macros, formulas, components, libraries, objects, or other compiled or interpreted code; any reference to an act, statute, regulation, order, or directive or other legislation, including of the European Community, shall include any amendment, replacement or re-enactment of all or part of it for the time being in force, and all instruments, orders, notices, regulations, directions, bye-laws, and other subordinate legislation for the time being made, issued or given under it, or deriving validity from it; a reference to "writing" includes any form which is read, including printed documents, facsimile and electronic mail.

    10. Law

        The Contract shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.