| 2. |
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CONTRACT TERMS |
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Subject to Clause 14 hereunder this Agreement shall be on the terms and conditions set out below to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with or referred to in any document delivered or sent by the client to Demo-Graphix.co.uk. |
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| 3. |
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PAYMENT OF CHARGES |
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| 3.1 |
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The charges for the Services ("the Charges") shall be specified by Demo-Graphix.co.uk to the Client. |
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| 3.2 |
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The Client shall pay the Charges within 28 days of the date of Demo-Graphix.co.uk invoice thereof. |
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| 3.3 |
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Interest at an annual rate of 5% above Barclays Bank plc's base rate from time to time shall accrue daily and be calculated on a daily basis on any sum overdue from the date of invoice until payment in full of the Charges. |
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| 3.4 |
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Unless expressly stated otherwise the Charges shall be exclusive of VAT (or any other duty chargeable in respect thereof) (which for the avoidance of doubt shall be payable by the Client in accordance with the terms and conditions hereof). |
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| 4. |
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PROVISION OF THE SERVICES |
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| 4.1 |
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Demo-Graphix.co.uk shall use all reasonable endeavours to ensure that the information is accurate in all material respects. |
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| 4.2 |
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Save as provided in sub-clause 4.1 above or otherwise expressly provided in this Agreement or to the extent that it is unlawful for any said representations and warranties to be excluded Demo-Graphix.co.uk makes no representations or warranties (whether express or implied (by statute or otherwise) in connection with the Services or use thereof by the Client or otherwise in connection with this Agreement. |
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| 4.3 |
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The parties hereto agree that the time for the performance of Demo-Graphix.co.uk's obligations in connection with the Services shall not be of the essence in this Agreement. |
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| 5. |
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LIMITATION OF LIABILITY |
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Notwithstanding anything to the contrary contained in this Agreement: |
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| 5.1 |
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Demo-Graphix.co.uk shall not be liable (whether in contract or in negligence (other than the liability in respect of death or personal injury arising out of the negligence of Demo-Graphix.co.uk its servants or agents) or other tort or otherwise) for any indirect or consequential loss of any kind whatsoever (including without limitation loss of profit or loss of business) suffered by the Client in connection with the Services. |
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| 5.2 |
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Without prejudice to the provisions of sub-clause 4.1 above Demo-Graphix.co.uk's maximum aggregate liability hereunder (other than liability in respect of death or personal injury arising out of the negligence of Demo-Graphix.co.uk its servants or agents) whether for breach of this Agreement or otherwise and whether or not arising from the negligence of Demo-Graphix.co.uk or any other person involved directly or indirectly in the provision of the Services shall not exceed an amount equal to the Charges (exclusive of VAT) payable to Demo-Graphix.co.uk hereunder. |
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| 6. |
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COPYRIGHT |
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Property and the copyright (and all other intellectual property rights) in the Media and the Information (other than any information which has passed to Demo-Graphix.co.uk by the Client in connection with the Services or which has been obtained from any third party by Demo-Graphix.co.uk which copyright and all other intellectual property rights as appropriate shall remain vested in such third party) shall at all times remain vested in Demo-Graphix.co.uk. |
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| 7. |
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CONFIDENTIALITY |
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| 7.1 |
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The Client undertakes that it shall use the Information solely for the purpose of its own business and shall not (without the prior written consent of Demo-Graphix.co.uk) copy reproduce publish or transmit any part of the Information in any manner whatsoever and the media shall be returned to Demo-Graphix.co.uk upon demand. |
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| 7.2 |
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The Client undertakes with Demo-Graphix.co.uk that the Client shall permit access to the Information only to those of its authorised officers or employees who need to know or use the Information and that the Client shall procure that its offices and employees shall maintain in strictest confidence and not divulge communicate or permit access to any third party any confidential information relating to Demo-Graphix.co.uk. |
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| 7.3 |
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For the purpose of sub-clause 7.2 hereof the expression "confidential information" shall mean (as the context may require) |
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| 7.3.1 |
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the Information; and/or |
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| 7.3.2 |
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any information concerning Demo-Graphix.co.uk's trade secrets or business dealings transactions or affairs which may come to the notice of the client; and/or |
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| 7.3.3 |
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any information and/or know how relating to the methods or techniques used by Demo-Graphix.co.uk in devising and developing the Services and any tapes documents or other materials comprising any part of such information and/or know how made available by Demo-Graphix.co.uk hereunder. |
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| 7.4 |
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The provisions of sub-clause 7.2 hereof shall not apply to any confidential information to the extent that: |
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| 7.4.1 |
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the Client is required to divulge the same by a Court tribunal or government authority with competent jurisdiction |
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| 7.4.2 |
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it has already come within the public domain |
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| 7.4.3 |
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it was already known to the Client prior to the date of disclosure by Demo-Graphix.co.uk (as evidence by written records) |
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| 8. |
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INDEMNITY |
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The Client shall indemnify and keep indemnified Demo-Graphix.co.uk from and against any and all liability loss claims demands costs or expenses of any kind whatsoever which shall at any time suffer or incur and which arise out of or in connection with the Services Provided that this indemnity shall not apply to the extent that any such liability arises of the default of Demo-Graphix.co.uk. |
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| 9. |
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DATA PROTECTION ACT 1998 |
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The Client undertakes that at all times is shall comply fully with the provisions of the Data Protection Act 1998 and any subsequent amendments thereto or re-enactments thereof. |
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| 10. |
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TERMINATION |
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| 10.1 |
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Demo-Graphix.co.uk shall be entitled to terminate this Agreement immediately by written notice to the Client if: |
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| 10.1.1 |
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The Client is guilty of any material breach of the provisions of this Agreement and such breach if capable of remedy is not remedied within twenty one working days of written notice having been given to remedy such breach. |
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| 10.1.2 |
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The Client has had a bankruptcy order made against it or has made an arrangement or composition with its creditors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Client or for the granting of an administration order in respect of the Client or any proceedings have been commenced relating to the insolvency of the Client. |
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| 10.2 |
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The termination of this Agreement shall be without prejudice to the rights of Demo-Graphix.co.uk accrued prior to such termination. |
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| 11. |
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FORCE MAJEURE |
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Notwithstanding anything herein contained neither party shall be under any liability to the other in respect of any failure to perform or delay in performing any of the obligations hereunder which is due to any cause of whatsoever nature beyond its reasonable control and no such failure or delay shall be deemed for any purposes to be a breach of this Agreement. |
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| 12. |
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ASSIGNMENT |
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The rights granted to the Client hereunder are personal to it and the Client shall not assign or grant any rights in respect of or otherwise deal in the same. |
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| 13. |
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WAIVER |
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Failure by either party to enforce any of the provisions of this Agreement shall not operate as a waiver of any of its rights hereunder or operate so as to bar the exercise or enforcement thereof at any time or times. |
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| 14. |
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VARIATIONS |
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This Agreement constitutes the whole of the terms agreed between the parties hereto in respect of the subject matter hereof and supersedes all previous negotiations, understandings or representations and shall be capable of being varied only by an instrument in writing signed by a duly authorised representative of each of the parties hereto. |
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| 15. |
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NOTICE |
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Any notice to be given hereunder by either party to the other may be given by first class mail addressed to the party of the address herein specified or such other address as such party may from time to time nominate for the purpose hereof or by telex or telefax and shall be deemed to have been served. |
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| 15.1 |
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if given by mail seventy-two hours after the same shall have been despatched and |
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| 15.2 |
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if given by fax one hour after transmission (if transmitted during normal business hours) and twelve hours after transmission (if transmitted outside normal business hours). |
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| 16. |
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SEVERANCE |
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This Agreement is severable in that if any provision hereof is determined to be illegal or unenforceable by any Court or competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement. |
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| 17. |
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LAW |
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This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree that the English Courts shall have exclusive jurisdiction. |
