Terms and Conditions of Supply - designred - Website Design & Graphic Design

VERSO DESIGN LIMITED TRADING AS designRED

1. THESE TERMS AND CONDITIONS

1.1 What these terms cover
These are the terms and conditions of supply on which we supply Print Services and Website Services to you, you being the person, ﬁrm or company placing an order with us. What we mean by Print Services and Website Services will be explained later on in these terms.

1.2 The importance of these terms and why you should read them
Please read these terms carefully as they outline the agreement between us and you in relation to the supply of Print Services and Website Services. YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 9.

1.3 The incorporation of these terms into our contract with you
These terms shall be incorporated into any contract we enter into with you to the exclusion of any terms or conditions stipulated or referred to by you. Any dealings with us following notification to you of these terms shall automatically be deemed acceptance of these terms by you notwithstanding the absence of formal acknowledgement by you.

1.4 The application of these terms to Print Services and Website Services
All of these terms shall apply to the supply of both Print Services and Website Services except where application to one or the other is specified.

1.5 Definitions
The following terms shall have the following meanings when used in these terms:
Customer Materials: any materials provided by you to us electronically or otherwise including, by way of example, artwork, copy, models, designs, photographs, films, videos, characters, music, software, diagrams, drawings, sound recordings, text, images and other data.
Deliverables: any deliverables provided which are attributable to the Print Services or the Website Services including, by way of example, source and object code, artwork, copy, models, designs, photographs, films, videos, characters, music, software, diagrams, drawings, sound recordings, text, images and other data.
Print Services: any printing services provided by us to you in accordance with the Proposal including, by way of example, the provision of design services and content.
Proposal: our description of the Print Services or Website Services to be provided, or performed, by us to, or for, you which we provide to you.
Specification: any specification for the Print Services or the Website Services that is agreed in writing by us and you.
Third Party: any third party (including any developers, sub-contractors, agents and suppliers) which we use in respect of the Print Services or Website Services including, by way of example, providers of image libraries and hosting service providers.
Third Party Input: any services or materials supplied by a Third Party including, by way of example, imagery used in providing any Deliverables and hosting services.
Website Services: any website services provided by us to you in accordance with the Proposal including, by way of example, website design services, the provision of website content, hosting services, search engine optimisation services and pay per click services.

2. INFORMATION ABOUT US AND CONTACT INFORMATION

2.1 Who we are
We are Verso Design Limited trading as designRED, registered in England and Wales (the Company). Our company registration number is 08940440 and our registered office is at Alban House, 99 High Street South, Dunstable, Bedfordshire, LU6 3SF. Our VAT number is 164553892.

2.2 How to contact us
You can contact the Company by telephoning 07515 352852 or in writing to hi@designred.co.uk or 128 Chiltern Road, Dunstable, Bedfordshire, LU6 1ET.

2.3 How we may contact you
If the Company has to contact you for any reason it will do so by telephone or writing to you at the e-mail address or postal address you provided to the Company in the most recent correspondence.

2.4 Receipt of communications
Communications shall be deemed to have been received:
2.4.1 if sent by prepaid first class post, 2 days after posting (exclusive of day of posting);
2.4.2 if delivered by hand, on the day of delivery; and
2.4.3 if sent by e-mail transmission prior to 2pm UK time on any day, at the time of transmission and if sent after 2pm UK time, on the next day.

2.5 Reference to “day”
For the purposes of clause 2.4, any reference to a “day” shall not include Saturdays, Sundays and bank or public holidays in England.

2.6 “Writing” includes e-mail
When using the words “writing” or “written” in these terms, this includes e-mails.

3. OUR CONTRACT WITH YOU

3.1 Status of Proposals
Any Proposal given by the Company shall not constitute an offer and shall only be valid for 30 days.

3.2 Status of orders
An order in response to a Proposal constitutes an offer by you to purchase the Print Services and/or Website Services detailed in the Proposal in accordance with these terms which may be accepted at the discretion of the Company and, if so accepted, will only be accepted upon these terms.

3.3 Acceptance of an order
An order in response to a Proposal shall only be deemed to be accepted when the Company issues written acceptance of the order or does any act consistent with fulfilling the order at which point a contract will come into existence between you and the Company.

3.4 No reliance by you
You acknowledge that in entering into any contract, you have not relied on any written or oral representations made by or on behalf of the Company save as set forth in writing and expressly included in the contract. The Company shall have no liability for any representation not so reduced to writing and incorporated in the contract.

4. PURCHASE OF PRINT SERVICES AND WEBSITE SERVICES

4.1 Deemed acceptance
The Company will consider that you have accepted any Print Services, Website Services and Deliverables if no notification of non-acceptance or changes is received in writing from you within 10 days of them having been provided to you.

4.2 Provision of Customer Materials by you
You undertake to promptly provide all required Customer Materials, information and assistance that the Company reasonably requires from time to time and in such format as the Company reasonably requests to facilitate the proper and timely delivery or performance of the Print Services and the Website Services. You also warrant that, to the best of your knowledge and belief, all Customer Materials and information provided by you to the Company is accurate and complete.

4.3 You have the right to provide Customer Materials
By supplying Customer Materials for inclusion in any Deliverables, you declare that you hold the appropriate rights and/or permissions to do so and you grant the Company permission to use those Customer Materials freely in respect of the provision of the Print Services and the Website Services. You also undertake and agree that the Customer Materials shall not under any applicable laws be immoral, obscene, blasphemous, offensive, illegal, or defamatory of any person and shall not contain any material that has been obtained in violation of any applicable laws. The Company shall bear no responsibility for ensuring that Customer Materials supplied by you carry with them appropriate third party permissions for use and reproduction or that they comply with the content standards provided for under this clause 4.3. You shall not hold the Company accountable for, and shall hold the Company harmless against, any claims resulting from you not having any such rights and/or permissions and any Customer Materials not complying with the content standards provided for under this clause 4.3.

4.4 How long we will keep any Customer Materials for
You acknowledge that the Company shall only retain either copies or originals of Customer Materials for a period of 1 month following completion of the Services and the Company shall not be liable for any losses you may suffer arising from it deleting such Customer Materials after this period. It is your responsibility to ensure that appropriate backups are made.

4.5 Materials incorporated into Print Services, Website Services and Deliverables
Should the Company incorporate any materials (including any Third Party Input) into any Print Services, Website Services or Deliverables believing them to not be subject to any ownership or usage restrictions, then should it subsequently emerge that they are subject to ownership or use restrictions then you agree to allow the Company to remove and/or replace them.

4.6 Time is not of the essence
Any indication given in the Proposal in respect of the delivery or performance of the Print Services, the Website Services or any Deliverables shall be considered by you to be an estimate. Time shall not be of the essence in respect of delivery or performance of the Print Services, the Website Services or any Deliverables.

4.7 We can make changes to the Print Services or the Website Services
The Company shall have the right to make any changes to the Print Services or the Website Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Print Services or the Website Services, and the Company shall notify you in any such event.

4.8 What we may do if you notify us of any faults
If you notify the Company of any defect or fault in respect of the Print Services or the Website Services then the Company may, at its option, repair, replace or re-perform, as the case may be, the Print Services or the Website Services.

4.9 Our rights if you delay our performance
If the Company’s performance of any of its obligations under the contract is prevented or delayed by default of you or your failure to perform a relevant obligation, then the Company shall be able to rely on this to relieve it from performance of any of its obligations to the extent it prevents or delays the Company’s performance of any of its obligations.

5. PRICE AND PAYMENT

5.1 Price of the Print Services and Website Services
The price of the Print Services and Website Services will be as stipulated in the Proposal and, unless otherwise specified, the price shall be exclusive of any applicable VAT (which you shall pay at the rate required by law after receipt of a valid VAT invoice).

5.2 Variation of the price
The Company reserves the right to vary the price of the Print Services and the Website Services according to further requirements made by you subsequent to your order including, by way of example, should your objectives change. Any such variation shall be advised by the Company in writing and accepted by you in writing before either the work proceeds further or any charges are incurred.

5.3 Third Party fees
Where the Proposal does not set out the fees of any Third Party, the fees charged by any Third Party are your responsibility including, by way of example, any royalty and licence fees in respect of Third Party Input. Such fees will be passed on to you for payment if they are incurred by the Company but shall be advised by the Company in writing and accepted by you in writing before either the work proceeds or any fees are incurred.

5.4 Payment by you
All sums payable to the Company will be paid in pounds sterling unless otherwise agreed in writing. The payment terms will be as stipulated in the Proposal and may require full payment upfront, a deposit or staged payment. Prior to each payment date, the Company will issue a VAT invoice to you. Unless otherwise stated in the Proposal, each invoice is payable in 28 days. In the absence of you disputing any invoice from the Company or the work the invoice relates to within 14 days of its date, the invoice and that work will be deemed to be accepted by you.

5.5 Deposits
Where a deposit is payable to the Company on receipt of your order, this is a non-refundable deposit.

5.6 Right of suspension for late payments
If any payment has not been received by the due date, the Company reserves the right to suspend access to any Print Services, Website Services and any previous Deliverables supplied, together with further work in respect of the Print Services and the Website Services, until full payment of the outstanding balance has been received.

5.7 Lien over Customer Materials
The Company shall have a general lien on all Customer Materials in its possession in respect of any payment not received by the due date.

5.8 Interest chargeable for late payments
If you fail to make any payment due to the Company under the contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount. This clause 5.8 shall not apply to payments which you dispute in good faith. The Company reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998.

5.9 Set-off payments
The Company may at any time, without limiting any of its other rights or remedies, set-off any liability of yours to the Company against any liability of the Company to you. You shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

5.10 Recovery of legal costs
Should the Company be required to enforce these terms against you then you shall indemnify the Company against all costs and expenses (including professional and legal costs and expenses on a full indemnity basis) suffered or incurred by the Company arising out of or in connection with the Company enforcing these terms.

6. DELAYS OUTSIDE OF OUR CONTROL

If the Company’s supply or performance of the Print Services, the Website Services or any Deliverables is delayed by an event outside its control then the Company will contact you as soon as possible to let you know and the Company will take steps to minimise the effect of the delay. Provided the Company does this it will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact the Company to end the contract.

7. THIRD PARTIES

7.1 Third Party Input may be included
You agree that the Print Services, the Website Services and any Deliverable may:
7.1.1 incorporate Third Party Input; and/or
7.1.2 be provided by Third Parties,
as the case may be.

7.2 The terms of Third Parties
You agree to abide by the separate terms and conditions of any Third Parties, copies of which are available to you on request, and that such terms and conditions (including any disclaimers contained within them) shall apply to you. You shall be deemed to have full knowledge of such terms and conditions from the date the Company provides you with a copy of, or electronic access to a copy of, such terms or relevant extracts.

7.3 Removal of Third Party Input
Should the Company’s right to incorporate any Third Party Input into any Print Services, Website Services or Deliverables cease then you agree to allow the Company to remove and/or replace that Third Party Input without any liability to you.

8. GENERAL SERVICE TERMS, SERVICE SPECIFIC TERMS AND WARRANTIES

GENERAL SERVICE TERMS APPLYING TO BOTH PRINT SERVICES AND WEBSITE SERVICES

8.1 Source files
The Company does not provide source working files in respect of any Deliverables.

8.2 Adjustments to deliverables
Once any Deliverables are delivered to you by the Company, subject to clause 4.1, should you require any adjustments to be made then the Company will make such adjustments once only without additional charge. Further adjustments will be subject to additional charge where the Company agrees to make them (which it shall be under no obligation to do). This clause 8.2 will not apply where the Specification refers to a project for Print Services or Website Services which involves the supply and approval of design templates over a project involving multiple phases.

8.3 Design templates
Where the Specification refers to a project for Print Services or Website Services which involves the supply and approval of design templates over a project involving multiple phases, once any design template in respect of any Deliverable is accepted by you (or deemed to be accepted by you in accordance with clause 4.1) all and any adjustments will be subject to additional charge where the Company agrees to make them (which it shall be under no obligation to do).

SPECIFIC TERMS APPLYING TO PRINT SERVICES

8.4 Colour differences
The Company does not guarantee that:
8.4.1 the colour of Deliverables on printed materials will be the same as they appear on a screen, with any screen sample which is provided being for illustrative purposes only;
8.4.2 the colour of Deliverables will be consistent when printed on different materials; or
8.4.3 the colour of Deliverables on printed materials will be consistent when printed in different batches.

SPECIFIC TERMS APPLYING TO WEBSITE SERVICES

8.5 Website
In respect of any website designed by the Company through the supply of Website Services, you understand and acknowledge the following:
8.5.1 the website may not print to paper in a specific way;
8.5.2 the Company only guarantees that the website will appear in a non-identical but similar way on the latest version of Chrome and Internet Explorer as at the date of its launch and go live in line with any test or sample provided;
8.5.3 the Company does not guarantee that the website will work on, or be compatible with, any future browser updates including, by way of example, Chrome and Firefox;
8.5.4 the Company does not guarantee that the website will work on, or be compatible with, all devices (including mobile telephones, smartphones, tablet computers and computing devices, personal digital assistants and similar functioning devices) and only guarantees that it will work on, and be compatible with, the latest i-Phone as at the date of its launch and go live;
8.5.5 the Company does not guarantee that the website will work on, or be compatible with, future i-Phone updates; and
8.5.6 the Company does not guarantee that the website cannot be hacked by way of a cyber-attack. Should there be any such attack and you require the Company to fix the website, additional charges will apply.

8.6 No liability once a website has been launched
Once a website the Company has designed through the supply of Website Services has launched and gone live, should there be any fault or issue discovered in respect of the Website then the Company shall bear no responsibility or liability to correct the fault or issue in view of the approval procedures to be adopted before launch and go live provided for under these terms.

8.7 Search engine optimisation and pay per click services
Where the Website Services include search engine optimisation and pay per click services, you understand and acknowledge the following:
8.7.1 the Company cannot control search engines and cannot provide any guarantee that any search engine will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of your website or the effectiveness of any pay per click work by Company;
8.7.2 the Company accepts no responsibility for any detrimental effect on your website’s search engine rankings or the effectiveness of any pay per click work by the Company which results from any activity of you or any third party including, by way of example, alterations to your website; and
8.7.3 the Company does not make any guarantee of success or that its work will result in your website appearing within a specific number of search results on any search engines.

8.8 Hosting & Email services
Where the Website Services include website hosting, you understand and acknowledge that whilst the Company will use reasonable endeavours to ensure that the website (and any associated e-mail accounts) is (are) provided to you on a constant, uninterrupted and basis, the Company shall not be liable for downtime, interruptions or third parties accessing data in unauthorised ways.

We supply email and hosting services on the assumumption all of the following conditions are met by you:

– Any credentials associated with your website or hosting account are secure (randomly generated passwords, lower and upper case letters, symbols and special characters) – this includes: Control panel logins, FTP logins, mailbox logins, MySQL database logins, website control panel logins (joomla board, wordpress, etc.).
– Ensuring your website is up-to-date – including plugins, themes and CMS core files.
– Ensuring your local device security is both robust and intact – using antivirus / anti-malware software.

WARRANTIES

8.9 Warranties regarding Deliverables
The Company warrants to you that any Deliverables:
8.9.1 will be of satisfactory quality and ﬁt for their normal purpose, any purpose made known to the Company in writing on or before the time the Proposal was submitted and any purpose that the Company has represented to you that the Deliverables are ﬁt for purpose, and will be materially in accordance with any Specification;
8.9.2 will be free from material defects in design, material and workmanship;
8.9.3 will, subject to clause 8.4.1, correspond with any relevant sample; and
8.9.4 will comply with all statutory requirements and regulations relating to them.

8.10 Warranties regarding Print Services and Website Services
The Company warrants to you that, in providing the Print Services and the Website Services, it will:
8.10.1 perform the Print Services and the Website Services with all reasonable care, skill and diligence in accordance with good practice in its industry; and
8.10.2 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that its obligations are fulfilled in accordance with the contract.

8.11 Compliance with laws
It is your responsibility to ensure that any Deliverables comply with all applicable laws, regulations and codes in all countries where they are to be used. You shall not hold the Company accountable for, and shall hold the Company harmless against, any use or misuse of any Deliverables.

9. LIABILITY
9.1 We are responsible to you for foreseeable loss and damage caused by us
Subject to the terms of this clause 9, if the Company fails to comply with these terms, it is responsible for loss or damage you suffer that is a foreseeable result of it breaking the contract, but it is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Company and you knew it might happen, for example, if you discussed it with the Company before the Proposal.

9.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so
This includes liability for death or personal injury caused by the Company’s negligence or the negligence of its employees, agents or sub-contractors; and for fraud or fraudulent misrepresentation.

9.3 We are not liable for business losses
The Company has no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity, loss of data, or for any indirect or consequential loss or damage.

9.4 Where you proof design work
Where any work is proofed by you and you approve it prior to publication, use or print, no liability will be accepted by the Company for errors not highlighted by you prior to publication, use or print.

9.5 You are a business customer
You acknowledge and agree that you are a business customer by virtue of the Print Services and Website Services being received by you for your business purposes.

9.6 Our total liability to you
Subject to clause 9.2, the Company’s total liability to you in respect of the contract, in contract, tort (including negligence), or breach of statutory duty, or howsoever otherwise arising, shall be limited to two times to the price paid by you in relation to the Print Services or Website Services in respect of which the claim arises.

9.7 You acknowledge that the terms set out in this clause 9 are reasonable
You acknowledge that:
9.7.1 you have read and fully understood the limitations and exclusions of the obligations and liabilities of the Company set out in these terms;
9.7.2 you have freely agreed to them;
9.7.3 they are reasonable and formed the basis for setting the price of the Print Services and the Website Services, as the case may be;
9.7.4 you freely accept the risks associated with them; and
9.7.5 you are able to insure yourself against all or some of those risks should you so desire.

10. INTELLECTUAL PROPERTY

10.1 We own the intellectual property rights arising from what we do
The intellectual property rights created by or on behalf of the Company arising as a result of the Print Services and Website Services (including any origination and/or conceptual work together with any advertising slogans, pictures, ideas, visuals, illustrations, artwork, images, text and suggested design solutions) shall, as between you and the Company, be owned by the Company unless specifically assigned to you in writing by the Company. Provided all of your obligations under the contract are met, the Company hereby grants a non-exclusive licence of such intellectual property rights for the purpose of you making use of the Print Services, the Website Services and the Deliverables.

10.2 Presentations by us
For the avoidance of doubt, where the Company makes any presentation to you which contains material which goes beyond the scope of the Proposal or the Specification, you shall have no right to make use of any such material unless specifically agreed in writing by the Company.

10.3 We accept responsibility if what we do infringes the intellectual property rights of others
Subject to clause 9, the Company will accept liability to you in respect of any damages, losses and expenses you may suffer arising as a result of any action or claim that the Deliverables infringe any intellectual property rights of a third party in the UK, other than infringements arising as a result of use of any Customer Materials. You must not make any admissions or settlements in respect of any such claim or action without the Company’s prior written consent and must give the Company all reasonable assistance in respect of, and control over, any resulting litigation and settlement of the claim or action.

10.4 Publicity by us
You agree that the Company may use any Deliverables for its own publicity and portfolio and may refer to having worked with you.

11. HOW TO END THE CONTRACT

11.1 Cancelling the contract
You shall be entitled to cancel the contract in full or in part by providing the Company with 60 days’ prior written notice at any time in which case you shall be liable to pay for the price of the Print Services and Website Services in respect of which you have cancelled the contract, less the Company’s net saving of cost arising from cancellation, together with any fees of Third Parties which cannot be avoided.

11.2 Terminating the contract because of something you or we have done or are going to do
The Company and you may end the contract, in full or part, by notifying the other party if at any time any of the following occurs in respect of the other party:
11.2.1 it makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or ﬁrm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of solvent amalgamation or reconstruction);
11.2.2 an encumbrancer takes possession of, or a receiver is appointed over, any of its assets or property;
11.2.3 it ceases, or threatens to cease, to carry on business;
11.2.4 the terminating party reasonably believes that any of the events mentioned above are about to occur in relation to the other party and notiﬁes that party of this belief;
11.2.5 it fails to pay an amount due under the contract and remains in default not less than 7 days after being notified in writing to make such payment and which is not the subject of a bona fide dispute; or
11.2.6 it commits a material breach of the contract which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified in writing to do so.

11.3 Continuance of terms
On expiry or termination of the contract, all provisions of the contract which can reasonably be inferred as continuing or which are expressly stated as continuing shall continue in full force and effect.

11.4 Payment on termination
On termination of the contract for any reason you shall be liable to pay for the price of the Print Services and Website Services in respect of which the contract has been terminated, less the Company’s net saving of cost arising from termination, together with any fees of Third Parties which cannot be avoided.

12. CONFIDENTIALITY

12.1 Obligations regarding confidentiality
Each party undertakes that it shall not disclose to any person any confidential information concerning the business or affairs of the other party, except as permitted by clause 12.2.

12.2 Permitted disclosures
Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives, sub-contractors, agents or advisors who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party shall ensure that any such party to whom it discloses the other party’s confidential information complies with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Use of confidential information
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the contract.

12.4 Clause 12 will survive termination
This clause 12 shall survive termination of the contract.
13. OUR STAFF

13.1 You shall not solicit our staff
You shall not, without the Company’s prior written consent, at any time from the Company commencing performance of any Print Services or Website Services to the expiry of 12 months after completion of those Print Services or Website Services for any reason solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Company and with whom you dealt with under the contract in the period of 12 months before completion of those Print Services or Website Services (or during the period of those Print Services or Website Services if they took less than 12 months to complete). The foregoing shall not be deemed to prohibit you from placing general advertisements for employment or hiring employees or sub-contractors, or former employees or sub-contractors, of the Company who contact you of their own accord.

13.2 Payment of liquidated damages
Any consent given by the Company pursuant to clause 13.1 shall be subject to you paying to the Company a sum equivalent to 50% of the then current gross annual remuneration of the relevant employee or sub-contractor of the Company. This payment shall represent liquidated damages and a genuine pre-estimate of the loss that the Company may suffer as a result of losing the skills and experience of the employee or sub-contractor.

14. GENERAL

14.1 Use of Third Parties
The Company reserves the right to use the services of Third Parties.

14.2 No waiver of the Company’s rights
Failure or delay by the Company to enforce or partially enforce any provision of the contract shall not be construed as a waiver of any of the Company’s rights under the contract.

14.3 No waiver will be deemed a subsequent waiver
Any waiver by the Company of any breach of, or default under, any provision of the contract by you will not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.

14.4 If a court finds part of the contract illegal, the rest will continue in force
If any provision or part provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.4 shall not affect the validity and enforceability of the rest of the contract.

14.5 Modification or deletion of provisions
If any provision or part-provision of the contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.6 Nobody else has rights under the contract
Nothing in the contract is intended to confer any beneﬁt on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, and no third party shall have the right to enforce any rights under the contract, except where otherwise agreed in writing.

14.7 Which laws apply to the contract and where you may bring legal proceedings
The contract shall be governed by the laws of England and Wales and, subject as provided hereafter, both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or relating to the contract or the relationship between you and the Company. Nothing in this clause 14.7 shall limit the right of the Company to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such jurisdiction.

14.8 Language
These terms were originally written in the English language and the English language version shall control over any translations.

14.9 Further assurance
You shall promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the contract and you shall use all reasonable endeavours to procure that any necessary third party shall do the same.

14.10 Entire agreement
These terms and the documents referred to in them constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the Print Services and Website Services.

14.11 Variation
No variation of these terms shall be valid unless signed in writing by the Company.