Terms and Conditions of Business PHd Design Ltd.

INTRODUCTION

1. Definitions

In these definitions the following terms shall have the following meanings:

“Client” means a party entering into a contract for the provision of the Services
“Conditions” means these terms and conditions
“Consultancy” PHd Design Limited.
“Delivery Date” means the date by which the Consultancy intends to provide the Services
“Price” means the Consultancy’s price as determined in accordance with clause 3
“Services” means any Services provided under these Conditions

2. Conditions Applicable

2.1. These Conditions shall apply to all contracts for the provision of Services by the Consultancy to the Client to the exclusion of all other terms and conditions including any terms or conditions that the Client may purport to apply under any purchase order confirmation of order or similar document.

2.2. All orders for Services shall be deemed to be an offer by the Client to purchase Services pursuant to these Conditions.

2.3. Provision of a purchase order in respect of the Services shall be deemed conclusive evidence of the Client’s acceptance of these Conditions.

2.4. Any variation to these Conditions (including any special terms and conditions) agreed between the parties) shall be inapplicable unless agreed in writing by the Consultancy.

3. Price and Payment

3.1. The Price for the Services shall be the Consultancy’s quoted price which shall be binding on the Consultancy provided that the Client shall accept the Consultancy’s quotation within 30 days.

3.2. The Consultancy may by giving notice to the Client at any time up to 7 days before delivery increase the Price of the Services to reflect any increase in the cost to the Consultancy which is due to factors occurring after the making of the contract which are beyond the reasonable control of the Consultancy (including, without limitation, paper stock prices, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs).

3.3. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.

3.4. Payment of the Price and VAT shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.

3.5. The Client shall pay the Price in full without any set-off or counterclaim whatever.

3.6. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4 per cent above The Royal Bank of Scotland Plc.’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

4. Description of Services

4.1. The Services shall be supplied in accordance with the brief and the purchase order provided by the Client.

4.2. The Consultancy shall produce proofs in respect of the services for approval by the Client. The Client shall sign the proofs once they are approved. The signature of the Client shall be conclusive evidence that the proofs are approved.

4.3. Copyright and all or any other intellectual property rights in any writing, designs or other visual images shall be the property of the Consultancy. The Consultancy may, in its absolute discretion agree to assign the copyright in the services to the Client provided that the Client pays all the Consultancy’s expenses in relation to the assignment (including legal expenses) together with such fee that the Consultancy may specify in consideration of the assignment.

5. Time Limits

5.1. The Client shall inspect the Services on delivery and shall within [2 days] of delivery notify the Consultancy of any alleged failure to comply with the brief.

5.2. If the Client shall fail to comply with these provisions the Services shall be conclusively presumed to be in accordance with the contract and the Client shall be deemed to have accepted the Services.

5.3. If the Services are not in accordance with the contract for any reason the Client’s sole remedy shall be limited to the Consultancy making good any defect by replacing such Services, or if the Consultancy shall elect, by refunding a proportionate part of the Price.

6. Limitation of Liability

6.1. The Consultancy shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of the breach by the Consultancy of these Conditions.

6.2. In the event of any breach of these Conditions by the Consultancy the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of the Consultancy exceed the Price of the Services.

6.3. All warranties and conditions whether implied by statute or otherwise are excluded from any contract made under these Conditions provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Consultancy.

7. Indemnity

7.1. The Client shall indemnify the Consultancy and keep the Consultancy indemnified and hold the Consultancy harmless against any breach by the Client of these Conditions and any claim brought against the Consultancy by a third party resulting from the provision of the Services by the Consultancy to the Client and the Client’s use of the Services including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses) howsoever suffered or incurred by the Consultancy in consequence of the Client’s breach or non-observance of these Conditions except to the extent that nothing in these Conditions shall exclude liability for death or personal injury caused by the negligence of the Consultancy.

7.2. The Client warrants that the brief and purchase order do not infringe the intellectual property rights of any third party and the Client agrees to indemnify the Consultancy against any claim, proceedings, costs, loss damage or liability suffered by the Consultancy arising out of the Client‘s breach of the warranty set out in this clause.

8. Retention of Title

8.1. In spite of delivery having been made property in any goods provided in respect of the Services shall not pass from the Consultancy until:

8.1.1. the Client shall have paid the Price plus VAT in full; and

8.1.2. no other sums whatever shall be due from the Client to the Consultancy.

8.2. Until property in such goods passes to the Client in accordance with clause 8. l the Client shall hold the goods and each of them on a fiduciary basis as bailee for the Consultancy the Client shall store such goods (at no cost to the Consultancy) separately from all other goods in its possession marked in such way that they are clearly identified as the Consultancy’s property.

8.3. Notwithstanding that the goods described in clause 8.I (or any of them) remain the property of the Consultancy the Client may sell or use the goods in the ordinary course of the Client’s business at full market value for the account of the Consultancy. Any such provision or dealing shall be a provision or use of the ConsuItancy’s property by the Client on the Client’s own behalf and the Client shall deal as principal when making such provisions or dealings. Until property in such goods passes to the Client the entire proceeds of sale or otherwise of such goods shall be held in trust for the Consultancy and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Consultancy’s money.

8.4. The Consultancy shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the goods has not passed from the Consultancy.

8.5. Until such time as property in such goods passes from the Consultancy the Client shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the Consultancy If the Client fails to do so the Consultancy may enter upon any premises owned occupied or controlled by the Client where the goods are situated and repossess the goods. On the making of such request the rights of the Client under clause 8. 3 shall cease.

8.6. The Client shall not pledge or in any way charge by way of security for any indebtedness any of the goods provided in connection with Services which are the property of the Consultancy. Without prejudice to the other rights of the Consultancy, if the Client does so all sums whatever owing by the Client to the Consultancy shall forthwith become due and payable.

9. Delivery of Services

9.1. The Client shall make all arrangements necessary to collect the Services on the Delivery Date and take delivery of the Services whenever they are tendered for delivery. If the Client requires the Consultancy to make delivery the Consultancy shall be entitled to increase the price to refund delivery costs.

9.2. The Services shall be at the Client’s risk from delivery.

9.3. The Consultancy shall not be liable for any loss or damage whatever due to failure by the Consultancy to deliver the Services (or any of them) promptly or at all.

9.4. Notwithstanding that the Consultancy may have delayed or failed to deliver the Services (or any of them) promptly the Client shall be bound to accept delivery and be bound to pay for the Services in full provided that delivery shall be tendered at any time within [4 weeks] of the Delivery Date.

10.Warranties

10.1. Subject to the exclusions set out in sub-clauses 10 to 10.1.3 the Consultancy warrants that the Services will be free from defects in material and workmanship for a period of 24 months after the Delivery Date:

10.1.1. the defect arises from wear or tear, wilful damage, abnormal working conditions, failure to follow any instructions supplied with the Services, misuse, alteration or repair of the Services.

10.1.2. the Price of the Services has not been paid in accordance with clause 3.4.

10.1.3. parts, materials or equipment have not been manufactured by the Consultancy in which case the Client shall only be entitled to the benefit of any such warranty as has been given by that manufacturer to the Consultancy.

10.2. All conditions, terms, representations, and warranties relating to the Services, whether imposed by statute or operation of law or otherwise that are not expressly stated in these Conditions are hereby excluded.

11.Force Majeure

Neither party shall be liable for any default due to an act of God, war, strike, lockout, industrial action, fire flood, drought, storm or other event beyond the reasonable control of either party.

12.Contracts (Rights of Third Parties) Act 1999

For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed that nothing in these Conditions shall confer on any third party any right to enforce or any benefit of any term in these Conditions.

13.Notices

All notices or other communications under these Conditions shall be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission to the party to be served at the address set out in any contract or at such other address or number as that party may from time to time notify in writing to the other party. Any notice or document shall be deemed to be served if delivered at the time of the delivery: and if posted 48 hours after posting: and if sent by facsimile transmission, at the time of the transmission if between the hours of 9.00am and 5.00pm from Monday to Friday (other than on statutory holidays).

14.Applicable jurisdiction

14.1. These Conditions and any contract made under them are subject to the law of England and Wales.

14.2. All disputes arising out of any contract made under these Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15. Assignment

15.1.The Client shall not assign contract licence or otherwise dispose of any part of its rights or obligations under these Conditions without the prior written consent of the Consultancy.

15.2.The Consultancy may assign contract licence or otherwise dispose of any part of its rights or obligations under these Conditions and the Client consents to all such dealings.

16. Termination

16.1. If the Client:

16.1.1. fails to make payment for the Services in accordance with these Conditions or commits any other breach of these Conditions of provision or if any distress or execution shall be levied upon any of the Client’s goods or if the Client offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Client or the Client is unable to pay its debts as they fall due or if being a limited Consultancy any resolution or petition to wind up the Client (other than for the purpose of amalgamation or re-construction without insolvency) shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of the Client’s business or assets or if any petition for the appointment of an administrator is presented against the Client or if the Client shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Services shall become payable immediately.

16.1.2.breaches any of these Conditions and fails to correct the breach within seven (7) days following written notice from the Consultancy specifying the breach the Consultancy may in its absolute discretion and without prejudice to any other rights which it may have:

16.1.3.suspend all future deliveries of Services to the Client and/or

16.1.4.terminate the contract without liability on its part; and/or

16.1.5.exercise any of its rights pursuant to clause 8.

16.2. If the Client fails to pay any sums due to the Consultancy as they fall due, the Consultancy may suspend the services forthwith.

16.3.The Consultancy and the Client shall each be entitled to terminate any contract entered into under these Conditions by I4 days written notice.

17.Cancellation

17.1.The Client may cancel any contract made pursuant to these conditions at any time before the Services are delivered by giving written notice. On giving such notice the Consultancy shall be entitled to render an invoice to the Client for such fair proportion of the Price as relates to the work undertaken by the Consultancy in respect of the Services. The Consultancy shall not be liable for any loss or damage whatever arising from such cancellation.

17.2.The Consultancy may cancel any contract made pursuant to these conditions at any time before the Services are delivered by giving written notice. On giving such notice the Consultancy shall promptly repay to the Client any sums paid in respect of the Price. The Consultancy shall not be liable for any loss or damage whatever arising from such cancellation.