TERMS AND CONDITIONS OF BUSINESS

HYPHEN TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS SHALL APPLY TO ALL DEALINGS BETWEEN YOU (REFERRED TO AS THE “CUSTOMER”) AND HYPHEN (REFERRED TO AS THE “SUPPLIER”). THEY ARE INTENDED TO APPLY TO BUSINESS TO BUSINESS DEALINGS ONLY.
YOUR ATTENTION IS DRAWN TO THE LIMITATION OF LIABILITY CLAUSES AT PARAGRAPH 13.

1    Application of these Conditions

1.1    These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of supply. No terms or conditions endorsed on, delivered with, or contained in the Customer’s order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

1.2    No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Customer.

1.3    Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.

1.4    An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. An Order shall lapse unless accepted by the Supplier before the expiry of 14 days after the date of the Order. If the Supplier is unable to accept an Order, it shall notify the Customer promptly.

1.5    The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier for 7 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn

1.6    The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:

1.6.1    the Supplier’s written acceptance of the Order; or

1.6.2    the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).

1.7    Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

1.8    The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.

1.9    Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

2    Price

2.1    The price for the Deliverables shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier’s scale of charges as advised by the Supplier and received and acknowledged by the Customer before the date the Order is made (Price). The Price is exclusive of VAT.

2.2    The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

2.3    The Supplier may increase the Prices at any time by giving the Customer not less than 15 Business Days’ notice in writing

2.4    Notwithstanding clause 2.3, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables which is due to any factor beyond the control of the Supplier.

3    Payment

3.1    The Supplier shall invoice the Customer for the Deliverables:

3.1.1    For physical goods (eg printing) once the Deliverables are ordered or delivered as appropriate at the discretion of the Supplier ;

3.1.2    For electronic goods or services (eg design), at such milestones are as agreed between the parties or otherwise when the Supplier considers it appropriate.

3.2    The Customer shall pay all invoices:

3.2.1    in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and

3.2.2    to the bank account nominated by the Supplier.

3.3    Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

3.3.1    the Supplier may, without limiting its other rights, charge interest and compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998  from time to time in force, and

3.3.2    interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

3.3.3    The Supplier shall have a general lien or right of retention on all work under any Order.

4    Credit limit

The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

5    Delivery and performance

The Deliverables shall be performed by the Supplier on or by the date specified in the Order. The Deliverables shall be deemed delivered by the Supplier on Delivery or Collection as per the Order.  Where a completion form is signed by the Customer, the Deliverables shall be delivered in full. Any work carried out therefore must be pursuant to a new Order. Delivery of digital products shall be once placed on a server for the Customer’s approval and once approved the Supplier shall endeavour to make the digital work live within one working day.

5.1    The Supplier may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the customer to cancel any other instalment.

5.2    Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.

5.3    The Supplier shall not be liable for any delay in or failure of performance caused by:

5.3.1    the Customer’s failure to provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Deliverables or otherwise co-operate with these terms and conditions;

5.3.2    Force Majeure.

5.4    The Supplier may agree an Order to be made on a “Guaranteed Turnaround” service  (being orders guaranteed to be ready within a certain period (the “Guaranteed Period”)), delivery will be made no later than 10pm on the last Working Day of the Guaranteed Period.  Should the Supplier fail to deliver within the Guaranteed Period a service “credit” will be awarded up to the value of the order in question (redeemable against future orders within 6 months of issue of the Credit in question) (the “Credit”). The Customer will still be obliged to pay in full for the Order in respect of which delivery was late, including any of the sums charged specifically for the provision of the Guaranteed Turnaround Service (“the Premium Charges”). Where the late delivery is as the result of the action or inaction of a third party, such as a carrier, the Supplier, at their absolute discretion, may elect to extend the Turnaround by one Working Day and the customer shall not be awarded a Credit during this time. These services rely on the Customer not delaying the progress of the order in any way in the event of a Customer delay the Customer shall not be awarded a Credit and the Supplier shall not be bound to deliver within the Guaranteed Period.

6    Proofs

6.1    Proofs of all work may be submitted for Customer’s approval and the Supplier shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Customer. When style, type or layout is left to the Supplier’s discretion, any subsequent changes to such style, type or layout required by the Customer shall be subject to additional charges on a time and materials basis.  The forgoing provisions relating to proofs applies to all types of proof provided to enable the Customer to approve the content prior to printing taking place or digital media going live, proofs may take the form of hard copy, digital files or websites and applications viewed on-line.

7    Risk

Risk in the Deliverables shall pass to the Customer on Delivery.

8    Title

8.1    Title to the Deliverables shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Deliverables .

8.2    Until title to the Deliverables has passed to the Customer, the Customer shall:

8.2.1    hold the Deliverables as bailee for the Supplier;

8.2.2    store the Deliverables separately from all other material in the Customer’s possession;

8.2.3    take all reasonable care of the Deliverables and keep them in the condition in which they were delivered;

8.2.4    insure the Deliverables from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;

8.2.5    ensure that the Deliverables are clearly identifiable as belonging to the Supplier;

8.2.6    not remove or alter any mark on or packaging of the Deliverables;

8.2.7    inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 14.1.1 to 14.1.4 or 14.2.1 to 14.2.11;

8.2.8    on reasonable notice permit the Supplier to inspect the Deliverables during the Customer’s normal business hours and provide the Supplier with such information concerning the Deliverables as the Supplier may request from time to time; and

8.3    Notwithstanding clause 7.2, the Customer may use or resell the Deliverables in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 14.1.1 to 14.1.4 or 14.2.1 to 14.2.11 has occurred or is likely to occur.

8.4    If the Customer resells the Deliverables in accordance with clause 7.3, title to the Deliverables shall pass to the Customer immediately prior to the resale.

8.5    If, at any time before title to the Deliverables has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 14.1.1 to 14.1.4 or 14.2.1 to 14.2.11, the Supplier may:

8.5.1    require the Customer at the Customer’s expense to re-deliver the Deliverables to the Supplier; and

8.5.2    if the Customer fails to do so promptly, enter any premises where the Deliverables  are stored and repossess them.

9    Online Services

9.1    Where the Deliverables relate to hosting, or to online/digital marketing such as SEO and Google AdWords, the following terms shall also apply:

9.1.1    The Supplier offers no guarantees as to results of SEO work or AdWords, but shall ensure that its work complies with Google’s best practices;

9.1.2    Any insights provided by Google are for representational purposes only and should not be relied upon.

9.2    Agreed projects will be set out in written project proposals that include (i) a payment schedule for the work and (ii) a specification, milestones and approximate delivery dates.  Digital work is not provided on a Guaranteed Turnaround basis and the Supplier may adjust delivery dates for milestones and will keep the Customer appraised of progress and any delays due to technical obstacles and / or resourcing limitations, any extension to delivery dates will not entitle the Customer to a refund of payments already made.

9.3    Any amendments to the specification set out in project proposals could result in additional costs to the Customer, the Supplier will raise and discuss any additional costs and agree such terms with the customer before carrying out work on modifications to the specification.

9.4    The Supplier will notify the customer when a milestone has been completed and / or raise an invoice as set out in the project proposal payment of which shall be acceptance and sign-off on work completed at that point.

9.5    The Supplier will endeavour to ensure that web pages work in current and recent versions of preeminent web browsers (such as Firefox, Chrome, Explorer and Safari) at the time of undertaking the project. The customer acknowledges that technology is fast moving and the Supplier cannot give absolute assurance as to how web pages will look and work on any given browser or device released from time to time.

9.6    The Customer acknowledges and agrees that any code, software, content, graphics, visuals and the look and feel of any website, mobile application or similar services (”the Supplier application”) shall, as between the Customer and the Supplier, belong to the Supplier. Further, save as expressly granted the customer shall have no right or licence whatsoever in or to the Supplier application:

9.7    The Supplier application may utilize a range of technologies including open source software and items supplied under license by third parties (“Third Party Content”). The customer acknowledges and agrees that the Supplier’s ability to make the Supplier application available may be dependent on the Supplier having the benefit of licences in respect of such Third Party Content, which licences may be ended at any time and accordingly, if the Supplier loses the benefit of such licences it will not be under any obligation to continue to make the Supplier application available. The customer further acknowledges and agrees that provisions of such licences may be deemed incorporated into these terms and conditions.

9.8    The Customer acknowledges and agrees that whilst the Supplier will use its reasonable endeavours to ensure that the Supplier application is, otherwise than for maintenance (whether routine, planned or emergency) accessible at all times, it gives no warranty whatsoever that the Supplier application will be accessible either in whole or in part or otherwise “on line” for any period of time or that access will be uninterrupted or secure.

9.9    The Customer acknowledges and agrees that the Supplier will have no liability for any element of the Supplier application that was not created by it or on its behalf or which was supplied by the Customer and further, the Customer acknowledges and agrees that the Supplier shall only be liable in respect of any inaccuracy of any element of the Supplier application that has been created by it or on its behalf if having been notified of such inaccuracy, which notification must be within 28 days of delivery, the Supplier in question has, after having been supplied with everything it reasonably requests from the customer, failed to rectify the inaccuracy within seven days of being so notified and then the extent of the Supplier’s liability in respect of such liability shall be governed by these terms and conditions.

10    Warranty

10.1    The Supplier warrants that, for a period of 6 months from  acceptance (the Warranty Period), the Deliverables shall:

10.1.1    conform in all material respects to any sample, their description and to the specification of the Order;

10.1.2    be free from material defects in design, material and workmanship in accordance with the Customer’s approved proof;

10.1.3    be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;

10.1.4    be fit for purpose and any purpose held out by the Supplier and set out in the Order

10.2     The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.

10.3    The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 8, provided that the Customer:

10.3.1    serves a written notice on Supplier not later than 3 Business Days;

10.3.2    such notice specifies that some or all of the Deliverables do not comply with clause 8.1 and identifying in sufficient detail the nature and extent of the defects; and

10.3.3    gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.

10.4    The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.

10.5    Every endeavour will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and acceptable up to 4% and that the Supplier shall have no liability in respect of such variations. For shortages greater than 4% and less than 25% the Supplier’s entire liability will be to award a Credit of x – 4% pro rata to the value of the order where x = the shortage e.g. a shortage of 15% will receive credit of 11% of the value of the order. The Customer’s sole remedy in respect of shortages above 25% (“Additional Shortages”) will be a re-print of the entire shortage quantity of the relevant work, to be undertaken by the Supplier within a reasonable period of time. The Customer shall not be entitled to a Credit in respect of an Additional Shortage.

10.6    All reasonable efforts shall be made to obtain the best possible colour reproduction on the Customer’s work but variation is inherent in the print process and it is understood and accepted as reasonable that, the Supplier shall not be required to guarantee an exact match in colour or texture between the Customer’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by the Supplier or other party) or any other materials supplied by the Customer and the printed article the subject of the Order.

10.7    Except as set out in this clause 8:

10.7.1    the Supplier gives no warranty and makes no representations in relation to the Deliverables; and

10.7.2    shall have no liability for their failure to comply with the warranty in clause 8.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

11    Indemnity and insurance

11.1    The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract, including any failure by the Customer to comply with the terms at paragraph 11.

12    Limitation of liability

12.1    The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.

12.2    Subject to clauses 10.5 and 10.6, the Supplier’s total liability shall not exceed the sum of £500 or the Price of any Order whichever is the lowest.

12.3    Subject to clauses 10.5 and 10.6, the Supplier shall not be liable for consequential, indirect or special losses.

12.4    Subject to clauses 10.5 and 10.6, the Supplier shall not be liable for any of the following whether direct or indirect:

12.4.1    loss of profit;
12.4.2    loss of data;
12.4.3    loss of use;
12.4.4    loss of contract;
12.4.5    loss of opportunity;
12.4.6    loss of savings, discount or rebate (whether actual or anticipated);
12.4.7    harm to reputation or loss of goodwill, including google rankings;
12.4.8    loss of use of website, email or online webspace

12.5    The limitations of liability set out in clauses 10.2 to 10.4 shall not apply in respect of any indemnities given by either party under the Contract.

12.6    Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

12.6.1    death or personal injury caused by negligence;
12.6.2    fraud or fraudulent misrepresentation;
12.6.3    any other losses which cannot be excluded or limited by applicable law;
12.6.4    any losses caused by wilful misconduct.

13    Intellectual property

13.1    Intellectual Property Rights to the Deliverables shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Deliverables save that the Customer hereby provides the Supplier a revocable non-exclusive licence for a period of 25 years to use all Intellectual Property Rights for the purpose of the Suppliers portfolio and marketing only.

13.2    The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim).

13.3    The Customer shall:

13.3.1    provide the Supplier with properly licenced stock photos or warrant that the Customer owns the copyright in photos provided as appropriate;

13.3.2    be solely liable for the representation of any IPR or Third Party IPR (including trade marks or photographs) which they provide to the Supplier. The Supplier does not carry out competitor checks relating to similarities with other trademarks;

13.3.3    be solely liable for the copyright of images provided to the Supplier

13.3.4    be solely liable for any licensed image purchased

13.4    Where the Order for Deliverables includes an obligation upon the supplier to purchase and licence stock photos or Third Party IPR, the Supplier makes no warranties that the IPR used has been properly licenced and liability for the same remains at all times with the Customer.

14    Confidentiality and announcements

14.1    The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

14.1.1    any information which was in the public domain at the date of the Contract;

14.1.2    any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

14.1.3    any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

14.1.4    any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

14.2    This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.

14.3    The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

15    Force Majeure

By placing an order with the Nettl reseller, the customer consents to its details being passed on to Grafenia for accounting and marketing purposes. The details will be kept by Grafenia even after the customer’s trading relationship with the Nettl reseller has terminated. Grafenia and the Nettl reseller may use the customer’s personal data to let customers know about goods and services similar to the goods or services provided to the customer previously and any others matters that Grafenia or the Nettl reseller consider may be of interest to customers.

16    Termination

16.1    The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

16.1.1    the Customer commits a material breach of the Contract and such breach is not remediable;

16.1.2    the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

16.1.3    the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or

16.1.4    any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

16.2    The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

16.2.1    stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

16.2.2    is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

16.2.3    becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

16.2.4    has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

16.2.5    has a resolution passed for its winding up;

16.2.6    has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

16.2.7    is subject to any procedure for the taking control of its Deliverables  that is not withdrawn or discharged within seven days of that procedure being commenced;

16.2.8    has a freezing order made against it;

16.2.9    is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;

16.2.10    is subject to any events or circumstances analogous to those in clauses 14.2.1 to 14.2.9 in any jurisdiction;

16.2.11    takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 14.2.1 to 14.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

16.3    The Supplier may terminate the Contract at any time by giving not less than 7 days notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

16.4    The right of the Supplier to terminate the Contract pursuant to clause 14.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

16.5    If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 14, it shall immediately notify the Supplier in writing.

16.6    Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

16.7     The Customer may terminate this Contract on not less than 7 days’ prior written notice. On such termination, the Supplier shall be entitled to receive payment of all sums that the Supplier is obliged to pay to any third party and, on a pro rata basis for services rendered up to the termination.

17    Notices

17.1    Any notice or other communication given by a party under these Conditions shall:

17.1.1    be in writing and in English;
17.1.2    be signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3    be sent to the relevant party at the address set out in any Order;

18    Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

19    Time

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

20    Entire agreement

20.1    The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

20.2    Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

20.3    Nothing in these Conditions purports to limit or exclude any liability for fraud.

21    Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.

22    Assignment

22.1    The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.

23    Set off

23.1    The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

24    No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

25    Waiver

25.1    No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

26    Third party rights

26.1    A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

27    Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

28    Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive  jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

29    Definitions and interpretation

In these Conditions, unless the context otherwise requires:

29.1    a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

29.2    any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

29.3    a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;

29.4    a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns

29.5    a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

29.6    a reference to a gender includes each other gender;

29.7    words in the singular include the plural and vice versa;

29.8    any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

29.9    a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);

29.10    a reference to legislation is a reference to that legislation as in force at the date of the Contract and

29.11    a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

30    

30.1    In these Conditions the following definitions apply:

Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions means the Supplier’s terms and conditions of sale set out in this document;

Confidential Information means any commercial, financial or technical information, information relating to the Deliverables, plans, , know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;

Contract means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;

Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;

Customer means the person who purchases the Deliverables from the Supplier and whose details are set out in the Order;

Deliverables means the goods or services set out in the Order to be supplied by the Supplier to the Customer. The Deliverables are to the specification or description of the Customer Order;

Force Majeure means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
(a)    whether registered or not
(b)    including any applications to protect or register such rights
(c)    including all renewals and extensions of such rights or applications
(d)    whether vested, contingent or future
(e)    to which the relevant party is or may be entitled, and
(f)    in whichever part of the world existing;

Order means the Customer’s order for the Deliverables in substantially the same form as set out in the Customer’s order form;

Price has the meaning given in clause 2.1;

Supplier means Hyphen Marketing Limited of 14a Fir Tree Lane Groby Leicester LE6 0FH Company Number 05081619  VAT number GB 835152440; and

VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.

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