Business Visions (described as the Supplier), enters into contracts of service only upon the basis that the conditions set out below govern the contract. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
1. Orders, Quotations & Acceptance: Where a prospective Customer submits an order to the Supplier, the issue to that party of the Supplier’s acknowledgement of order form shall constitute the terms of an offer upon the basis of which the Supplier is willing to contract, and the terms subject to which any such “order” was submitted, shall be of no effect. Acceptance of goods delivered pursuant to such an acknowledgement of order shall constitute a contract incorporating only the terms set out in this document.
2. Order Acceptance: The client agrees to Business Visions’ terms and conditions and payment terms. Quotations are deemed accepted upon Business Visions giving confirmation to such effect to the client. The client will also give confirmation that the price for work is acceptable before work commences. Business Visions reserve the right to refuse to accept any order or impose terms and conditions to be accepted by the client for whatever reason. Any documents provided etc. remain the property of Business Visions until paid for in full.
3. Errors: Although Business Visions proofread material before transmitting to the client, it must be noted that the final proofreading and checking of all documents/files provided is the responsibility of the client. Business Visions do not accept liability for any inaccuracies, errors, omissions or mistakes.
3. Prices: Prices are based on the Supplier’s costs and expenses and shall be those ruling at the date of Invoice. The Supplier reserves the right between the date of acceptance of order and the date of invoice to increase prices to cover increases in the Supplier’s costs and expenses incurred in performing the contract and to invoice at the price prevailing at the date of invoice. A project booking/new client form must be completed before any work commences and a 50% deposit may be requested in advance.
4. Notification of Change: Business Visions reserve the right to change prices or terms as deemed necessary providing the client with 14 days notice before implementing these changes.
5. Terms of Payment: Prices are quoted nett. Terms of settlement are strictly nett cash payable upon project completion or on the 1st of each month for retainer packages and unless otherwise agreed and acknowledged. Payment terms are strictly 15 days from the date of invoice. Business Visions reserve the right to charge 12% above the Bank of England base rate on late payment. Payments are to be made by cheque to Business Visions. Payment for couriers, postage of materials and any other additional costs will be borne by the client.
6. Unpaid Invoices: Invoices that remain unpaid will be passed to our solicitors. All charges incurred recovering the debt will be borne by the client.
7. Delivery: a) All delivery dates are approximate but the Supplier will make every effort to meet the delivery date indicated and in the event of delayed delivery, the Supplier shall not be liable for loss or damage of whatever nature arising there from. b) Property in the services will pass from the Supplier to the Customer when the Supplier delivers the services to the Customer or to a carrier or other bailee or custodier for the purpose of transmission to the Customer. c) In the event of failure by the Customer to accept a delivery or delayed delivery, the Supplier shall have the right to cancel such delivery and all other outstanding deliveries and to charge the Customer with any loss of profit suffered and expense incurred. d) Each part delivery shall be considered a separate transaction which will not affect the rights or liabilities of either party under the contract as to the remaining deliveries. e) Non-delivery or delayed delivery due to war, civil commotion, strikes, lock-outs, machine breakdown, fire, force majeure or any cause whatever beyond the Supplier’s control will not involve liability on the part of the Supplier, and the Supplier shall be entitled at his option either to cancel the order or any part thereof or to an extension of time for delivery corresponding to the duration of the event causing the delay. f) Although Business Visions proof read material before transmitting to the client, it must be noted that the final proof reading and checking of work is the responsibility of the client. Business Visions do not accept liability for any inaccuracies, errors or mistakes. All errors returned within 24 hours will be corrected free of charge.
8. Supply of Service: Business Visions do not accept liability for failing to supply services through acts of God, fire, electricity, supply problems or problems with telecom links, internet services or any other reason caused beyond Business Visions’ control.
9. Damage, Deficiencies or Loss: No claim for damage, deficient receipt or loss will be considered unless notice in writing is given both to the Supplier and the Customer within the following time limits:
(i) Damage to a service or part thereof – within 3 days of receipt.
(ii) Non-delivery of a service – within 3 days of receipt of the reminder of the service.
(iii) Non-delivery of the total service – within 10 days of date of advice or dispatch.
The Customer’s failure to give notice of any claim for damage, deficient receipt or loss in accordance with the above provisions shall constitute an unqualified acceptance of the service forming such service and a waiver by the Customer of all claims in connection therewith.
10. Quantity Variations: Any deficiency or surplus not exceeding 10 per cent of the quantity of services ordered shall be considered as due execution of the contract and charged pro rata.
11. Liability for Defective Services and Technical Assistance: In view of the difficulty and cost of insuring against liability for defective services, where it is proved that the services sold by the Supplier are defective, unfit for the Customer’s purpose or otherwise do not conform to the contract, the following provisions LIMIT THE LIABILITY OF THE SELLER. Customers are asked to note that the prices quoted reflect savings made possible to the Supplier in its insurance premiums by virtue of these provisions: a) Death, personal injury: liability is not excluded. b) Loss or damage other than death or personal injury – the Supplier’s liability is limited to replacement of services shown to be defective and the Supplier accepts no liability for loss, damage, interruption of production, loss of profits or other consequential loss, whether it is caused by the negligence of the Supplier, its servants or agents, or by any other cause, in the design, production or delivery of the services. Any condition, warranty or other stipulation as to the quality of the services or their fitness for any purpose incorporated by Statute Common Law or otherwise is excluded. c) Where the Supplier provides technical advice, design or assistance to a prospective or actual Customer that technical advice, design or assistance is given with the limitation of liability as though it were a contract of sale and governed by the terms of sub-clause (b) hereof.
12. Indemnity: The Customer shall indemnify the Supplier against all damages, penalties, costs and expenses for which the Supplier may become liable through any work to be done in accordance with the Customer’s specification which is an infringement of a Patent, Copyright or Registered Design.
13. Special Products: In the event that the Customer cancels an order for services made up specifically at the request of the Customer or comprising services not customarily offered by the Supplier the Customer shall pay upon cancellation as liquidated damages the Supplier’s published price for such services as are completed at cancellation and an equitable price for such services as are in process at cancellation based upon the Supplier’s costs, expenses and profit reasonably expected and incurred in processing such services and in accordance with the degree of progress attained.
14. Determination: If the Customer shall make default in or commit a breach of the contract or any other of his obligations to the Supplier or if the Customer shall become insolvent or bankrupt or make any composition with Creditor or being a Company shall have a Receiver appointed or enter into liquidation either voluntary or compulsory or if any execution or distress shall be levied against the Customer’s goods the Supplier shall have the right to determine any contract the subsisting without giving prior notice of the Customer but without prejudice to all rights and remedies of the Supplier herein and the Customer shall recompense the Supplier in full for all damages and losses incurred by the Supplier as a result.
15. Jurisdiction: The Contract shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England and the Customer and the Supplier agree to submit to the exclusive jurisdiction of the English Courts.
16. Confidentiality/Data Protection: the Supplier will use personal information provided by the Customer for the purposes of providing the Work; carrying out marketing and statistical analysis and we may disclose your information to our service providers for these purposes; informing the Customer by post or telephone about similar products and services provided by the Supplier and/or its related companies. The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency. The Customer can correct any information, or ask for information about the customer to be deleted, or opt-out of receiving any marketing information by post or by telephone by giving written notice to the Supplier at the address, fax number or email address shown on the confirmation and/or any customer satisfaction questionnaire provided. Business Visions’ staff are required to sign a confidentiality agreement undertaking not to disclose any information by the client to a third party, nor to use such information for their own account. All client information provided to Business Visions is for the use of Business Visions only.
17. Security: To secure against computer viruses, all incoming emails, files or disks will be scanned. Even after this, unsolicited attachments to emails may not be opened, nor emails which contain no message alongside the attachment. Back-up copies of client files are kept for a period of six months only; after that time they will be deleted. Original documents and recordings should be sent by the client via a traceable method of delivery, either by Post Office Registered Post or Courier.
18. Termination of Customer Agreement: This Agreement can be terminated by the client at any time providing all monies outstanding are paid to Business Visions in full.
Website Services, SEO and Other Related Services Terms and Conditions
1) Any quote is an estimate of the costs, based on the information given to Business Visions and its associates. Any additional work undertaken outside that outlined within the quote will be invoiced on additional actual hours/days worked on the project.
2) All charges are exclusive of VAT where applicable. They do not include couriers, disbursements, list or directory purchases, hire or sourcing of illustrations, images or photography, client meetings, or any postal or printing charges.
3) Any changes or varying of the set-up and operation of the campaign as outlined in the quote once the operation has started will be reflected in the final invoiced costs.
4) A deposit of 50% is required before commencement of all web and graphic design projects. The remaining balance in full is due immediately after final approval of web or design projects and prior to uploading of changes.
5) Business Visions will be under no liability if it should be unable to carry out its obligations under a contract for supply of a service as result of any cause beyond its control such as, but not limited to, Act of God, War, Strikes, Lockout, Flood, Supply of services from third parties etc.
6) Business Visions shall under no circumstances whatsoever be liable for any indirect or consequential loss by the client howsoever caused.
7) Business Visions liability in respect of breach of non-performance shall be limited to the contractual value of the service to which the claim relates.
8) Business Visions reserves the right to delay work on a particular campaign until a satisfactory credit assessment has been received on t eh company for which we are extending credit. If the credit assessment is unsatisfactory, Business visions will not undertake the work unless full payment is made in advance.
9) Where credit is extended, then this is subject to Business Visions credit control policy. In the event of the failure of the company to pay invoices by their due date, a 25% administration charge will be charged on all outstanding invoices.
10) All information processes and methods of Business Visions including this contract remain the copyright and legal property of Business Visions.
11) All contracts entered into by the company shall be constructed in accordance with and governed in all respects by the laws of England.
12) Acceptance of these terms and conditions will be assumed by the acknowledgement and placing of an order for supply of products and services as outlined in the attached and any subsequent estimates and correspondence. These terms and conditions are taken as being accepted by all parties involved.
13) All orders/services provided are subject to these terms and conditions of sale.
Site Optimisation and Search Engine Services
(1) The terms set out in the Application for Search Engine Services (“Application”) and these terms and conditions (together the “Terms”) constitute the only terms and conditions under which Business Visions Limited (“Business Visions”) enters into an agreement with a customer. No employee or agent of Business Visions is authorised to agree to or effect any alterations to the Terms. The contract for the provision of services shall be concluded only when Business Visions has notified the customer of its acceptance of the customer’s completed Application.
(2) Unless terminated in accordance with paragraph 3 of the Application, this agreement shall last for an initial period of six months (“Initial Period”) and upon expiry of the Initial Period, this agreement shall remain in full force and effect for successive periods of six months (“Renewal Periods”) each of which shall begin the day after either the Initial Period or previous Renewal Period ends as the case may be. The monthly fee and Terms in any Renewal Period shall be those applicable at the end of the Initial Period or previous Renewal Period unless at least two months prior to the end of the Initial Period or Renewal Period (as the case may be), Business Visions has given written notice to the customer of a change in the monthly fee and/or the Terms.
(3) Either the customer or Business Visions may terminate this agreement on the last day of the period described in the Application overleaf or at any time thereafter by giving to the other party 30 days written notice of its intention to do so. The customer cannot terminate this agreement until all payments due to Business Visions have been paid in full.
(4) The customer shall pay the monthly fee every month (by standing order), the first payment being due one month after entering into this agreement, and subsequent payments being due on the same day each month. In the event of the customer failing to make a monthly payment on the due date Business Visions is entitled to take any or all of the following remedies in any order it sees fit: (a) Require immediate payment of all monthly fees due during the remainder of the Initial Period or Renewal Period (as the case may be); (b) Add interest to the debt at 6% per annum above the base rate of Nat West Bank plc. from the date due to the date of payment; (c) Issue written demands for all sums due, each such demand attracting a fee of £15.00, payable by the customer; (d) Cease working on behalf of the customer until all overdue sums are paid; (e) Deduct all outstanding sums (including interest and charges set out above) from the customer’s credit card the details of which are shown overleaf. The customer hereby authorises such deductions.
(5) The customer understands that search engines are independent companies who select and rank sites using their own criteria. Whilst the customer must follow BV&CI’s recommendations for optimising its website for search engine listing in order to maximise its chances of increasing its search engine exposure the customer acknowledges that Business Visions does not and cannot guarantee that the customer’s website ranking will be improved in any search engine listing. To enable BV&CI to optimise the customer’s website the customer must provide FTP login details for the website and the customer acknowledges that Business Visions cannot undertake any optimisation until such FTP login details have been provided.
(6) Business Visions may terminate this agreement at any time if: (a) the customer’s website contains any material which is illegal, pornographic, racially abusive or is likely to cause offence or to damage Business Visions’ reputation; (b) the customer commits any material breach of this agreement; (c) the customer enters into liquidation whether compulsory or voluntary, has a receiver or administrator appointed, enters into any arrangement with its creditors or ceases or threatens to cease to trade.
(7) BV&CI’s list of the most important search engines includes those search engines that BV&CI considers to be the most important with regard to popularity, language, content, location, coverage or any other criteria that BV&CI using its expertise considers suitable.
(8) BV&CI will choose a suitable set of words to search for in the search engines. This will be used as a test phrase to assess how the customer’s website is ranking in search engines.
(9) All notices must be in writing. Notices to Business Visions must be addressed to 10 Dale Meadow Close, Balsall Common, Warwickshire CV7 7QB or such other address as is advised by Business Visions. Notices to the customer will be considered validly given if addressed to the customer’s address as shown overleaf or such other address as is advised by the customer to Business Visions in writing.
(10) The invalidity or unenforceability of any provision of this agreement shall not affect or impair the validity of any other provision. No waiver of any rights Business Visions has under this agreement shall be deemed from any failure by Business Visions to enforce any part of this agreement.
(11) The signatory to this agreement warrants that he/she has the authority to commit the customer to this agreement and further confirms that this agreement is made between the customer, Business Visions and Creative Infusions. If any of the customer’s payments are made by a credit card which is not in the name of the customer then the customer warrants that it has authorised payment to be made in this way and it is for the customer to reimburse the card holder for any payments made on the customer’s behalf.
(12) (a) BV&CI shall not be liable to the customer for any loss or damage (including but not limited to loss of data, loss of profits or sales, website downtime, loss of business or staff or management time incurred) caused or arising directly or indirectly out of BV&CI’s services provided under this agreement (except to the extent to which it is unlawful to exclude such liability under English law). (b) Notwithstanding the generality of (a) above Business Visions expressly excludes liability for any indirect, special, consequential, or incidental loss or damage which may arise in respect of the services to be provided under this agreement. (c) In the event that any exclusion contained in this agreement shall be held to be invalid for any reason and Business Visions becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the total amount paid by the customer during the preceding Initial Period or Renewal Period, as the case may be. (d) Business Visions does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Business Visions, its employees, agents, or authorised representatives.
(13) This agreement and the Terms shall be governed by and subject to the laws of England and Wales and all disputes which may arise out of or in connection with this agreement or the Terms shall be subject to the exclusive jurisdiction of the courts of England.
(14) A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any term of this agreement or the Terms but this provision does not affect any right or remedy of any third party which exists or is available apart from under the Act.