AMANYA DESIGN HOUSE AND THE BUSINESS CUSTOMER
Updated 17.6.19
AMANYA DESIGN HOUSE AND ACID STANDARD TERMS AND CONDITIONS OF BUSINESS AGREEMENT
Standard Terms of Business
1. Definitions
2. The Goods/Services
3. Payment Terms
4. Delivery and Ownership
5. Warranties
6. Termination
7. Intellectual Property Rights
8. General
1. DEFINITIONS
|
Goods |
means the goods which the Supplier is to supply to the Business Customer in accordance with the Terms as set out in the Specification (as defined below); |
|
Services |
means the services to be provided by the Supplier to Business Customer in accordance with the Terms as set out in the Specification (as defined below); |
|
Terms |
means the standard terms set out in these Terms and Conditions; |
|
Price |
means the price for the Goods and/or Services as set out in the design proposal ; |
|
Supplier |
Means Amanya Design House trading also under Amanya and Amanya Design; |
|
Business Customer |
Means Customer that is purchasing goods or design services from the Supplier. |
2. THE GOODS/SERVICES
2.1 You (“the Business Customer”) appoint Amanya Design House (“the Supplier”) to provide Goods and/or Services in accordance with the description given in the order form (hereafter referred to as the “Specification”). The Business Customer accepts such appointment upon the Terms contained in this agreement.
2.2 The quantity, quality and description of the Goods and/or Services shall be as set out in the Specification. The Business Customer is responsible for ensuring that the Specification meets all of the requirements of the Business Customer prior to placing any order.
2.3 The Supplier may at any time without prior notice make any changes to the Goods and/or Services which are required by any applicable statutory or EU requirements, or which do not materially affect the quality or performance of the Goods and/or Services.
3. PAYMENT TERMS
3.1 The Business Customer agrees to pay 50% of the invoice before commencing work and the 50% balance will need to be paid before the final approved files or items will be deliveredunless there is a genuine dispute between the parties as to the Price which the Business Customer has notified to the Supplier in writing. The Supplier may send an invoice to the Business Customer prior to commencing supply of the Goods and/or Services.
3.1.1 Once the order has been agreed and the 50% deposit has been paid, the Business Customer has entered into a contract. According to The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 the Business Customer has a 14 day period in which to cancel the business services once the order has been agreed and the deposit has been paid. This does not refer to the personalised products made via the print on demand services online. In order to take this into account all work will start after the 14 day period has ended except in terms 3.1.2.
3.1.2 This cancellation period of 14 days after the contract has been entered into does not apply if the Business Customer has expressly requested that the work is started within the 14 day cancellation period, the customer therefore has acknowledged the loss of their cancellation right and is unable to receive a refund.
3.1.3 In order to cancel the order, the Business Customer must submit the cancellation in writing with the following information;
Cancellation Form Information
To Amanya Design House,
The Studio, 10 Lindley Lodge, 49 East Street, Lindley, Huddersfield, West Yorkshire HD3 3ND
sales@amanyadesign.com
I/We hereby give notice that I/We cancel my/our contract for the supply of the following service
Ordered on …..............
Name of Business Customer
Address of Business Customer
Signature of Business Customer
Date
A copy of this form will be provided upon request. Written proof of this cancellation needs to be confirmed by the Business Supplier within the cancellation period for it to be valid.
3.2 Should the Business Customer fail to make payment in full by the Due Date as stipulated under this agreement, interest may be charged on the outstanding amount. Such interest shall accrue on a daily basis at the rate of 8% above the base rate of Santander Bank PLC monthly from the Due Date until the date of payment, whether before or after judgment or other Court order. The costs of any Court Action and any additional legal fees will be added to the outstanding debt alongside any interest until the debt is paid in full.
3.3 If there is any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier, the Supplier may give written notice to the Business Customer at any time before delivery of the intention to increase the Price of the Goods and/or Services. The Business Customer shall then be entitled to cancel any relevant order by notifying the Supplier in writing within 7 days of the order being placed.
3.4 All amounts due under these Terms shall be paid in full without any deduction or withholding other than as required by law. Neither party may justify withholding payment of any such amount in whole or in part to assert any credit, set-off or counterclaim against the other party.
4. DELIVERY AND OWNERSHIP
4.1 Unless previously agreed in writing, any dates quoted for delivery of the Goods and/or Services are approximate only. The Supplier shall not be liable for any delay in delivery of the Goods and/or Services, however caused. Time for delivery shall not be of the essence unless previously agreed in writing by the Supplier. On giving reasonable notice to the Business Customer, the Goods and/or Services may be delivered to the Business Customer in advance of the quoted delivery date.
4.2 If the Supplier is to deliver the Goods [to an address in the United Kingdom], Supplier’s charges for transport, packaging and insurance will be paid by the Supplier except where the Supplier is prevented from delivering the Goods due to an act or omission of the Business Customer. When any additional expense is incurred by the Supplier shall be borne by the Business Customer and paid within 7 days of receipt of an invoice for the same from the Supplier. [Responsibility for charges for deliveries to addresses outside the United Kingdom may vary and will be subject to agreement between the parties at the time the Business Customer places an order.]
4.3Only when the Supplier has received payment in full will title to the Goods pass to the Business Customer. All risk of loss or damage to the Goods shall pass to the Business Customer on delivery.
4.4Until title of the Goods passes to the Business Customer, the Business Customer shall:
4.4.1 hold the Goods as bailee for Supplier, take proper care of them and take all reasonable steps to prevent any damage to or deterioration of them;
4.4.2 store or keep the Goods separately from all other goods, so as to show clearly that they belong to Supplier;
4.4.3 not sell, hire or rent or part with possession of the Goods; and
4.4.4 keep the Goods free from any mortgage, charge, lien or other encumbrance.
4.5 Despite clauses 4.3 and 4.4, the Supplier may:
4.5.1 bring an action against the Business Customer for the price of the Goods and/or Services if the Business Customer fails to pay for them in full by the Due Date, even though property in the Goods has not passed to the Business Customer and/or;
4.5.2 by notice in writing to the Business Customer at any time after delivery of Goods, pass property of the Goods to the Business Customer as from the date of such notice.
5. WARRANTIES
5.1 The Supplier warrants and represents to the Business Customer that:
5.1.1 it will perform its obligations under these Terms with all due skill, care and diligence; and
5.1.2 in performing its obligations under these Terms it will comply with all Applicable Laws.
5.2 Neither party shall be liable to the other (whether in contract, tort, including negligence and breach of duty, or otherwise at law) for any:
5.2.1 indirect or consequential loss; or
5.2.2 loss of profits, revenue or goodwill of the other party.
5.3 Neither party excludes their liability for death or personal injury if caused by their own negligence.
6. TERMINATION
6.1 Either party may terminate these Terms immediately by notice in writing if the other party:
6.1.1 commits a material breach of any of the Terms and, if such breach is capable of being remedied, fails to remedy the breach within 30 days of receiving notice from the terminating party specifying the breach and requiring the breach to be remedied;
6.1.2 enters into liquidation whether compulsorily or voluntarily (other than for the purposes of a solvent amalgamation or reconstruction);
6.1.3 becomes insolvent;
6.1.4 ceases or threatens to cease to carry on business;
6.1.5 compounds or makes any voluntary arrangement with its creditors;
6.1.6 is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;
6.1.7 is unable to pay its debts as they fall due;
6.1.8 has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; or
6.1.9 takes or suffers any similar action due to debt; or
6.1.10 if the equivalent of any of the events described at clause 6.1.2 to 6.1.9 inclusive under the law of any jurisdiction occurs in relation to the other party.
6.2 The expiry or termination of these Terms for any reason shall not affect any rights and/or obligations:
6.2.1 If accrued before the date of termination or expiry; or
6.2.2 expressed or intended to continue in force after and despite expiry or termination.
6.3 On termination of these Terms (for a breach by the Business Customer) any outstanding or Price not invoiced shall become immediately payable.
6.4 On termination of these Terms (for a breach by the Supplier) the Business Customer may receive a refund of all Prices paid to date.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 No right or licence is granted under these Terms to the Business Customer or to any third party under any patent, trade mark (whether registered or unregistered), copyright, United Kingdom or Community design right (whether registered or unregistered), or other intellectual property rights of the Supplier of whatever nature and subsisting in any part of the world (“Intellectual Property Rights”).
7.2 Where any designs, or specifications, information or other documents have been supplied by the Business Customer to the Supplier, then the Business Customer warrants that the use of those designs or specifications for the provision of the Services shall not infringe the Intellectual Property Rights of any third party. The Business Customer shall keep the Supplier fully indemnified against all losses and all actions, claims, proceedings, costs and damages arising out of any claims made by a third party that the Supplier has infringed that third party's rights as a result of breach by the Business Customer of this clause 7.2.
7.3 All documents, drawings, programmes, artwork, sketches and diagrams generated by the Supplier in providing the Services (the “Works” and all Intellectual Property Rights therein) shall be owned by and vest in the Supplier unless otherwise expressly agreed in writing between the Supplier and the Business Customer. In the event that the Supplier agrees to transfer ownership of the Intellectual Property Rights in any Works to the Business Customer by virtue of such express agreement, with an agreed fee to be paid, the Business Customer agrees that the Supplier may reproduce those Works for the purposes of the Supplier's own publicity without further reference to the Business Customer, provided that a sufficient acknowledgement of the Business Customer’s ownership of the Intellectual Property Rights is given. The Supplier hereby asserts all its moral rights to use all works created by it for the purpose of the Supplier's portfolio, whether on the Supplier's website, printed portfolio, social media, or any other means of communication, unless an agreement is made between the Supplier and the Business Customer in writing to keep the work confidential.
7.4 All information provided by either party to the other party in connection with the provision of the Services and which the Business Customer informs the Supplier in writing is confidential and/or commercially sensitive, and shall be treated as such and kept confidential by the Supplier, save for information which is in or which enters the public domain otherwise than through breach of this clause 7.4, or information which the Supplier receives from a third party, or information which is necessary for the Supplier to disclose to comply with any legal obligation, or which the Supplier needs to disclose to its legal advisers for the purpose of obtaining legal advice. References to “information” in this clause 7.4 shall include information provided by employees, contractors, agents, representatives or advisers of the Business Customer, or information which is obtained by the Supplier through observation during visits to any of the Business Customer’s premises or those of the Business Customer’s agents, representatives or advisers, and whether such information is received orally or in writing or by any other means.
7.5 The Business Customer acknowledges that in providing the Services, the Supplier may have to enter into agreements in relation to works in which third parties (“Third Parties”) own Intellectual Property Rights (“Third Party Works”) to enable the Supplier and the Business Customer to make use of Third Party Works in connection with a design or designs provided by the Supplier to the Business Customer hereunder. The Business Customer agrees to use Third Party Works only in a way which is consistent with the rights or permission granted to the Supplier by Third Parties and of which the Supplier shall inform the Business Customer.The Business Customer shall keep the Supplier fully indemnified against all losses and all actions, claims, proceedings, costs and damages arising out of any claims made by Third Parties that the Supplier has infringed those Third Parties’ rights as a result of breach by the Business Customer of this clause 7.5.
7.6 The Supplier hereby asserts all its moral rights under the Copyright, Designs and Patents Act 1988, including the right to be identified as the creator of all copyright works created by it in providing the Services. The Business Customer also agrees to identify the Supplier as the creator of any non-copyright works in conjunction with any commercial publication of the work.
7.7 All copyright, design rights and intellectual property rights existing in our designs and products and in the images, text and design of our website and marketing material are and will remain the property of Amanya Design House. We will treat any infringement of these rights seriously.
8. GENERAL
8.1 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Supplier and the Business Customer. The Supplier’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Supplier in writing. Nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
8.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information issued by the Supplier shall be subject to correction by the Supplier without any liability on the part of the Supplier.
8.3 Time is not of the essence in relation to the performance of the obligations of the Supplier under these Terms. Notices between the Business Customer and the Supplier relating to these Terms shall be in writing. Notices shall either be delivered personally or sent by first class post or via electronic documentsto their registered office. Notices if delivered by hand shall be treated as received when delivered, if sent by first class post 48 hours after posting, if sent by air-mail post 72 hours after posting, or if sent by electronic documents with proof of opening, when sent.
8.4 These Terms are the entire agreement between the Business Customer and the Supplier, and replace all previous agreements between them relating to the same subject matter except where an agreement for the Supplier's Intellectual Property Rights or Confidentiality Agreement has already been provided.
8.5 Neither the Business Customer nor the Supplier shall be liable if it breaches these Terms as a result of circumstances which are beyond its reasonable control, provided that as soon as is reasonably practicable it gives notice to the other party.
8.6 Nothing in this agreement creates a partnership or employment relationship between the Business Customer and the Supplier, or makes one party the agent of the other.
8.7 These Terms or any rights or obligations under them may not be assigned by either party without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
8.8 Nothing in these Terms is intended to create any right for any third party to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8.9 The Business Customer and Supplier shall attempt to substitute for any invalid, illegal or unenforceable provision a valid, legal and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision.
8.10 The laws of England and Wales shall govern these Terms. The Business Customer and the Supplier agree to submit to the exclusive jurisdiction of the courts of England and Wales.