Terms and conditions

Terms and Conditions of sale of Clarihon Web Services

The following terms and conditions (“the Conditions”) are the terms on which Clarihon Web Services provides services and supersedes all other terms and conditions relating to the subject matter of these Conditions

Price and payment

The price (exclusive of VAT) for the Services (“the Price) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer within 14 days of the date of the delivery of the services.

The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, value added tax excise, taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority).

Payment is due by the due date stated on the invoice. If payment is not received by that time, Clarihon reserve the right to charge interest at the current BoE rate + 8% for every day the payment is overdue plus any costs incurred for the collection of the debt.

Goods

The description of the services to be provided (“the Services”) shall be as set out in the proposal document by the Company to the Buyer and subject to the prices quoted in that proposal (“the Quotation”).

Delivery

The Company shall deliver the Services to the Buyer at the address of the Buyer as shown on the Quotation on the date shown on the Order. 

Acceptance

The Buyer shall be deemed to have accepted the Services if they have not been rejected on or before the 7th day after delivery.  The Buyer shall not be entitled to reject the Services in whole or in part after such date.

Title and risk

The Services shall be at the risk of the Buyer following delivery

Notwithstanding delivery title in the Services shall not pass to the Buyer until the Company has made payment of all sums owing to the Buyer

Until such time as title in the Services passes to the Buyer the Company shall have the right to repossess or otherwise recover the Services

Limitation of liability

Save in respect of personal injury or death due to the negligence of the Company, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Services

Without prejudice tothe condition above, the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement

Save in respect of personal injury or death due to the negligence of the Company, the liability of the Company under these Conditions shall not exceed the Price.

General

The Company may publish credits, disclaimers or other materials on the Web Site as the Company reasonably deems appropriate. In addition. the Company shall have the right to review the Web Site from time to time and remove or edit content which, in its sole discretion, the Company considers offensive, libellous, obscene or otherwise unlawful or objectionable (including without limitation, hyperlinks, framed content or meta tags which the Company considers potentially infringing of third party intellectual property rights); provided, however, that the Company shall attempt to contact the Buyer prior to removing or editing such content. The parties will attempt to meet in good faith to resolve any such issues. If the parties are unable to resolve such issues or the Company is unable to contact the Buyer, after using reasonable efforts, the Company may remove such content in its reasonable discretion

The Buyer shall maintain on all copies of a Deliverable the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively "Proprietary Rights Notices") in the exact forms reasonably specified in written notices by the Company. The Buyer shall not remove or alter any copyright or other Proprietary Rights Notices placed by the Company

Representations, warranties and limitations

The following representations and warranties are provided solely for the benefit of the parties to this Agreement, and no other person or entity

The Company warrants that (i) the Deliverables and software it creates or licenses to the Buyer shall perform reasonably as stated in the Specifications and (ii) it will perform all work called for in the Work Statement in compliance with applicable law

The Company warrants that any part of the Buyer's Website and Content developed solely by the Company (i) will be original and will not infringe on any patent, copyright, trade secret or other proprietary rights of others, nor (ii) will not be defamatory to any third party or violate any third parties rights of privacy or publicity.

The Company warrants that no part of the Web Site, including all related materials and Content provided by the Company in the production of the Deliverables, (i) infringes on any Intellectual Property Rights of others, nor (ii) is defamatory to any third party or violates any third parties rights of privacy or publicity.

The Company warrants that it is the owner of all rights in, or has obtained any written permission necessary to authorise the Company's use pursuant co this Agreement of, any part of the Web Site, materials and content provided by the Company.

Entire agreement

Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract

Governing law and jurisdiction

This agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales

Rights of consumer

Nothing in these Conditions shall affect the statutory rights of a consumer.