TERMS AND CONDITIONS OF BUSINESS OF CLIP LIMITED

1. DEFINITIONS

1.1. In these Conditions:

“Acceptance Criteria”: the criteria against which any Company Designs shall be tested, to be agreed in accordance with clause 3.2.1.
“Additional Charges”: has the meaning given to it in clause 7.2.
“Background IP”: has the meaning given to it in clause 4.1.
“Business Day”: means any day other than (a) a Saturday, (b) a Sunday, or (c) a day which is a bank holiday in England (as set out on www.gov.uk/bank-holidays for bank holidays in England).
“Commencement Date”: has the meaning given to it in clause 2.7.
“Company”: means Clip Limited whose registered office is at Church Road, Wick, Bristol, BS30 5RD and whose registered company number is 00933144.
“Company Designs”: means any designs, specifications, graphics or imagery prepared and submitted by (or on behalf of) the Company to the Customer in connection with the Goods and/or Services, save for Final Designs.
“Conditions”: means the terms and conditions of business set out in this document.
“Confidential Information”: means any information in any form or medium relating to the trade secrets, products, services, finances, business, assets, affairs, customers, clients or suppliers of a Party or its directors, officers, employees, subcontractors, contractors, agents, representatives or clients together with any reproductions of such information or any part of such information, which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential, whether disclosed or obtained before, on or after the Commencement Date. For the avoidance of doubt: (a) the Company’s Confidential Information includes any Company Designs and Final Designs it produces and/or uses in relation to a Contract, except where a Submitted Design is used as a Final Design in accordance with clause 3.1.2(b); and (b) the Customer’s Confidential Information includes any Submitted Designs.
“Contract”: any contract between the Company and the Customer for the sale and purchase of Goods and/or the provision of Services, incorporating these Conditions, the relevant Order Confirmation and the attached Product Warranty (if applicable).
“Contractor”: means any third party (including Hosts) appointed by the Company to provide Goods and/or Services on its behalf.
“Customer”: means the person firm or company who purchases Goods, Equipment and/or Services from the Company.
“Customer Default”: has the meaning given to it in clause 6.2.
“Customer Materials”: means any marketing collateral, audio-visual content or other materials provided by the Customer for use at an Exhibition.
“Data Protection Legislation”: means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Company is subject, which relates to the protection of personal data.
“Delivery Location”: has the meaning given to it in clause 9.2.
“Disposal Fee”: means the costs reasonably and properly incurred by the Company in connection with the disposal of Leftover Items (including but not limited to vehicle hire costs, personnel costs and costs relating to the disposal of harmful or hazardous materials), as determined by the Company.
“Exhibition”: means the trade show, fair, presentation or other event attended or to be attended by the Customer, as described in the Order Confirmation.
“Exhibition Materials”: means any stands, lightboxes, display boxes, flooring, lighting, audio-visual equipment, electrics, furniture, computers, screens or other hardware, marketing collateral, branded products and on-stand features, tools, fixtures (including but not limited to screws and bolts), fittings, cables or other equipment and any other outputs supplied by or on behalf of the Company to the Customer in connection with the Services, as may be more particularly described in the Order Confirmation.
“Final Design”: means either: (a) the final version of any Company Designs approved by the Customer in accordance with clause 3.2; or (b) the Submitted Design where this is agreed between the Parties in accordance with clause 3.1.2(b).
“Force Majeure”: means any cause beyond a Party’s reasonable control including without limitation strikes, lock-outs, sabotage, theft, fire, storm, flood, power failure, machinery breakdown, delay or non-performance of a Contractor, shortage of labour or other shortages.
“Goods”: any goods sold to the Customer by the Company (including any part or parts of them).
“Host”: means any person appointed by the Company or a Contractor to run, oversee, manage or otherwise support an Exhibition for and on behalf of the Customer.
“Intellectual Property Rights”: means copyright and neighbouring and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Leftover Items”: has the meaning given to it in clause 12.6.
“Order Confirmation”: means the Company’s written confirmation of the Customer’s order for the provision of Goods and/or Services, subject to the relevant agreed Quotation and these Conditions.
“Party”: means either the Company or the Customer and “Parties” shall be interpreted accordingly.
“Prepayment”: means, unless otherwise specified in the Order Confirmation or otherwise agreed by the Parties in writing, a sum equal to 30% of the Price, as specified in the Order Confirmation.
“Price”: has the meaning given to it in clause 7.1.
“Product Warranty”: the warranty attached to these Conditions or as otherwise supplied by the Company to the Customer from time to time.
“Quotation”: means any quotation given by the Company to the Customer in response to a request for or enquiry about the provision of Goods and/or Services.
“Services”: means any services to be provided by the Company to the Customer which may include development of Company Designs and Final Designs, the temporary supply of Exhibition Materials, the designing, shipping, transportation, installation and/or dismantling of Exhibition Materials, the provision of Hosts for Exhibitions, the storage of Goods, Exhibition Materials and/or Customer Materials and any other services as may be specified in the Order Confirmation.
“Storage Fees”: has the meaning given to it in clause 7.3.
“Submitted Designs”: means any designs, specifications, graphics or imagery submitted by the Customer to the Company in connection with the Goods and/or Services.
“Venue”: means the location or premises where the Exhibition is taking place, as specified in the Order Confirmation.

1.2 References to “clauses” are to the clauses of these Conditions.

1.3 The headings of these Conditions are inserted for convenience only and shall not affect the interpretation or construction of these Conditions.

1.4 Words imparting the singular shall include the plural and vice versa.

1.5 A reference to a Party includes its successors and permitted assigns.

1.6 Any reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.7 References to “includes” or “including” or like words or expressions shall mean without limitation.

1.8 To the extent that there is any conflict or ambiguity between these Conditions, an Order Confirmation and the Product Warranty, the following order of precedence applies:

1.8.1 Order Confirmation; then

1.8.2 Product Warranty; then

1.8.3 Conditions.

2. CONDITIONS

2.1 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as:

2.1.1 including any subordinate legislation made under it; and

2.1.2 a reference to that statute or statutory provision from time to time amended, consolidated, modified, extended or replaced.

2.2 So far as they are not expressly varied in writing by the Company on the Company’s notepaper or otherwise varied following the written agreement between the Parties, these Conditions shall apply to all Contracts for the provision of Goods and/or Services by the Company to the Customer to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document or which are implied by law, trade custom, practice or course of dealing.

2.3 From time to time, the Customer shall submit a written request to the Company for the provision of Goods and/or Services and provide the Company with as much information as the Company reasonably requests in order to prepare a Quotation (including any Submitted Designs, Customer Materials, details of the Customer’s requirements and any relevant deadlines).

2.4 Following receipt of the information requested from the Customer, the Company shall, as soon as reasonably practicable, either:

2.4.1 reject the Customer’s request for the provision of Goods and/or Services; or

2.4.2 provide the Customer with a Quotation based on the Customer’s requirements.

2.5 If the Company provides the Customer with a Quotation pursuant to clause 2.4.2, the Company and the Customer shall discuss and agree that Quotation. The Customer acknowledges that the Quotation is an estimate of price and is for information only and does not constitute an offer by the Company to provide the Goods and/or Services referred to in it and the Company shall be entitled to withdraw or modify the terms of the Quotation at any time prior to the issuing of an Order Confirmation. The Quotation shall be valid for the period stated on it or, if no such period is stated, for a period of one month beginning on the date of the Quotation. Any amendments to the Quotation shall be discussed by the Parties and an amended Quotation shall be issued by the Company (if applicable).

2.6 Once both Parties have agreed the terms of the Quotation, the Customer shall signify that it wants to place an order to procure the Goods and/or Services from the Company either in writing to the Company (including via email or by issuing a purchase order or purchase order number) or by way of any conduct consistent with wishing to procure the Goods and/or Services. By doing so the Customer shall be deemed to be making an offer to purchase the Goods and/or Services pursuant to these Conditions and the Quotation.

2.7 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until the Company issues an Order Confirmation to the Customer, at which point and on which date a Contract shall come into existence between the Parties subject to these Conditions (“Commencement Date”).

2.8 The Company’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Company in writing.

2.9 Each Contract forms a separate agreement between the Parties. There may be more than one agreement between the Parties at any one time.

2.10 Each Contract constitutes the entire agreement between the Parties. The Contract supersedes, excludes and replaces any prior written or oral agreements, representations, understandings, statements, promises or warranties between the Parties relating to the subject matter, to the exclusion of any agreements, representations, understandings, statements, promises or warranties not expressly stated in the Contract, except for any fraudulent misrepresentations. In entering into the Contract each Party acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so expressly confirmed in the Contract.

2.11 Each Party acknowledges that in entering into a Contract it does not rely on any representation, understanding, statement, promise or warranty not expressly incorporated into that Contract.

2.12 Each Party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in a Contract.

2.13 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

3. ORDERS AND SPECIFICATION

3.1 Where the Contract requires or involves the design of any Goods and/or Exhibition Materials, then:

3.1.1 the Company shall develop Company Designs which reflect the Customer’s requirements; or

3.1.2 the Customer shall provide the Company with Submitted Designs, following which the Parties shall (subject to clause 3.9) either agree for the Company to:

(a) use the Submitted Designs to develop a Company Design which reflects and incorporates the Customer’s requirements; or

(b) produce the Goods and/or Exhibition Materials in accordance with the Submitted Designs, in which case the Submitted Designs will be deemed to be the Final Designs.

3.2 In the circumstances described in clauses 3.1.1 and 3.1.2(a):

3.2.1 as soon as reasonably practicable after the Commencement Date, the Customer shall deliver proposed Acceptance Criteria to the Company for the testing of the Company Designs. These Acceptance Criteria shall be such as are reasonably required to show that the Company Designs materially reflect the Customer’s requirements. The Company shall provide the Customer with reasonable assistance to prepare such Acceptance Criteria at the Customer’s request. The Parties shall use all reasonable endeavours to agree the Acceptance Criteria for the Company Designs no later than ten (10) Business Days from the date of delivery to the Company of the proposed Acceptance Criteria;

3.2.2 the Company shall produce the Company Designs and promptly test such Company Designs against the Acceptance Criteria;

3.2.3 if the Customer, acting reasonably, considers that the Company Designs do not meet the Acceptance Criteria, the Customer shall, within three (3) Business Days from the completion of the relevant tests or any part of these tests, provide a written notice to this effect, giving details of such failure(s). The Company shall remedy the defects and/or deficiencies and the relevant test(s) shall be repeated within a reasonable time; and

3.2.4 the Company Designs shall be deemed to have been accepted by the Customer on the earlier of:

(a) the Customer confirming to the Company that the Company Designs meet the Acceptance Criteria; and

(b) the expiry of three (3) Business Days from the Company’s completion of the testing of the Company Designs against the Acceptance Criteria, at which point the Company Designs shall be deemed to become the Final Designs.

3.3 The Company shall produce the Goods and/or Exhibition Materials in accordance with the Final Designs.

3.4 The Company shall not be liable for any loss or damage howsoever caused arising from any and all errors in either any Submitted Designs which the Customer has not corrected in writing to the Company or any Final Designs. The Customer shall be responsible to the Company for ensuring:

3.4.1 the accuracy of the Submitted Designs and Final Design and of the terms of any order (including any applicable specifications) submitted by the Customer; and

3.4.2 that the Submitted Designs and Final Designs and any applicable specifications meet all necessary requirements and are suitable for the purpose for which the Goods and/or Services are required.

3.5 The Customer shall promptly provide to the Company all information and instructions reasonably requested by the Company in connection with the provision of Goods and/or Services (including in relation to any Submitted Design and the Final Design, Exhibition timings and Exhibition access requirements) within a sufficient time to enable the Company to perform the Contract in accordance with its terms and in any case within any reasonable time period notified by the Company to the Customer. Delivery and/or the performance of Services may be delayed if the Customer provides inconsistent or incomplete information and the Company shall be entitled to make additional charges to the Price if it is necessary to make modifications to the specifications provided by the Customer.

3.6 If any Goods and/or Exhibition Materials are to be manufactured or any process is to be applied to the Goods and/or Exhibition Materials by the Company in accordance with a Final Design that is a Submitted Design in accordance with clause 3.1.2(b), the Customer shall indemnify the Company against all losses, liabilities, damages, costs and expenses awarded against or incurred by the Company arising from, in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any third party Intellectual Property Rights or other rights which results from such Final Designs.

3.7 Goods and Exhibition Materials shall be manufactured and assembled by the Company in accordance with any Final Designs and any other specifications set out in the Order Confirmation or as otherwise agreed by the Parties in writing. Where the Customer has specific requirements in respect of but not limited to colour and/or size for the specifications of the Goods and/or Services, the Customer shall inform the Company of these requirements when submitting a written request to the Company for the provision of Goods and/or Services in accordance with clause 2.3 and shall ensure the accuracy thereof. The Company will not be held responsible for minor discrepancies to the Goods and/or Services where the Customer did not make these known in advance to the Company. Unless specified in a Final Design, the Order Confirmation or otherwise expressly agreed in writing by the Company, all specifications are approximate and are subject to reasonable margins and tolerances.

3.8 The Company shall use reasonable endeavours to maintain and ensure that any colour matches of the Goods and/or Exhibition Materials are accurate and consistent between one dye batch and another but the Company shall give no guarantee to the Customer of exact colour matches of the Goods and/or Exhibition Materials against any samples or goods previously supplied. All colour degenerates over time. A colour shift from the original may therefore occur.

3.9 Where the Customer provides Submitted Designs, the Company shall be entitled to reject any such Submitted Designs (or any specifications and/or materials supplied and/or specified by the Customer as part of such Submitted Designs) which the Company in its judgment considers unsuitable, unworkable or unreasonable.

4. INTELLECTUAL PROPERTY

4.1 All Intellectual Property Rights used in connection with the provision of Goods and/or Services which have been generated prior to the Commencement Date or outside the scope of a Contract (“Background IP”) shall remain the property of the Party that developed them. The Parties agree that any improvements or modifications to a Party’s Background IP arising from the provision of Goods and/or Services which are not severable from that Background IP will be deemed to form part of that Party’s Background IP and, as between the Parties, shall be owned by that Party. Each Party acknowledges and confirms that nothing contained in a Contract shall give it any right, title or interest in or to the Background IP of the other Party except as granted by a Contract.

4.2 The Parties hereby grant to each other a royalty-free, non-exclusive, sub-licensable worldwide licence to use and reproduce a Party’s Background IP (and authorise others to do so) for the purposes of exercising its rights and performing its obligations under a Contract. Such licence shall last for the duration of the relevant Contract and thereafter as reasonably required for exercising that Party’s rights and/or performing its obligations under that Contract. Subject to anything else to the contrary in a Contract or otherwise agreed in writing by the relevant Party, the Parties shall not use the Background IP of the other Party for any other purpose or disclose it to any third party or use it other than for the purposes of exercising its rights and/or performing its obligations under a Contract.

4.3 Subject to clause 4.1, all Intellectual Property Rights in:

4.3.1 Submitted Designs;

4.3.2 Customer Materials; and

4.3.3 any bespoke Goods produced specifically for the Customer for the purposes of a Contract,

shall be owned by the Customer. The Customer grants to the Company a royalty-free, non-exclusive, transferable, sub-licensable, worldwide licence for the duration of the relevant Contract to use and copy, and to authorise others to use and copy, the Submitted Designs, the Customer Materials, such bespoke Goods as described in clause 4.3.3 and any Intellectual Property Rights in the same for the purposes of the Company providing the Goods and/or Services and otherwise exercising its rights and performing its obligations under that Contract.

4.4 Subject to clauses 4.1 and 4.3, all Intellectual Property Rights in the Company Designs and Final Designs (except where the latter is a Submitted Design in accordance with clause 3.1.2(b)) shall be owned by the Company. The Company grants the Customer a non-exclusive, royalty-free, non-transferrable, non-sublicensable, worldwide licence to use and reproduce Company Designs and Final Designs (except where the latter is a Submitted Design in accordance with clause 3.1.2(b)) to produce Customer Materials for use at any Exhibitions in respect of which a Contract exists between the Parties.

4.5 Subject to clauses 4.1, 4.3, to the extent that the Company is not already the owner, the Customer hereby irrevocably assigns, transfers and conveys to the Company (by way of present and future assignment) absolutely with full title guarantee all Intellectual Property Rights, title and interest in all and any part of the world in the Goods, the Final Design and all other Exhibition Materials for the full term of such rights and all renewals and extensions, together with all accrued rights of action.

4.6 The Customer recognises that Company has the unlimited right to edit, copy, alter, add to, take from and adapt the Final Design. The Customer irrevocably and unconditionally waives any and all moral rights which they or any third party may have, and shall procure that any contributor does likewise, anywhere in the world in the Final Design, so that the Company and any third party may use and adapt the Final Design in whatsoever way the Company or such third party determines without infringing such moral rights including the right to be identified, the right of integrity and the right against false attribution.

4.7 The Customer grants the Company the right to use and copy the Final Design and any images and/or video footage (and any other visual representations) of the Exhibition Materials and/or the Exhibition for the purpose of promoting the Company’s business, prior work and reputation to third parties and also grants the Company consent to feature the same on their website and within any hard copy materials (including brochures).

4.8 The Customer agrees to do such acts and execute such documents as the Company may reasonably require to vest in or confirm to the Company or (as appropriate) its successors in title and licensees all Intellectual Property Rights and any other rights assigned or granted or purported to be assigned or granted by the Customer to the Company under a Contract.

4.9 Each Party warrants to the other Party that the Parties’ use, in accordance with a Contract, of any Intellectual Property Rights provided by it in relation to a Contract will not, so far as each Party is aware, infringe the Intellectual Property Rights or any other rights of any third party.

4.10 The obligations of this clause 4 shall continue after expiry or termination of a Contract for whatever reason.

5. CONFIDENTIAL INFORMATION

5.1 Neither Party shall use or disclose the Confidential Information of the other Party save:

5.1.1 for the purposes of the proper performance of a Contract;

5.1.2 as otherwise permitted by a Contract; or

5.1.3 with the prior written consent of the other Party.

5.2 A Party may disclose Confidential Information of the other Party to its director, employee, consultant, Contractor, agent, professional adviser, insurer, third party service provider or representative, where necessary to exercise its rights or properly perform its obligations under a Contract, provided that it shall do so subject to obligations equivalent to those set out in this clause 5. Each Party shall use all reasonable endeavours to ensure that any such director, employee, consultant, contractor, subcontractor, agent, professional adviser, insurer, third party service provider or representative complies with such obligations.

5.3 The obligations of confidentiality in this clause 5 shall not extend to any matter which either Party can show:

5.3.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this clause 5;

5.3.2 was in its written records prior to receipt;

5.3.3 was independently developed by it; or

5.3.4 was independently disclosed to it by a third party entitled to disclose the same and not subject to a confidentiality obligation.

5.4 If either Party is required to disclose the Confidential Information of the other Party under any law, or by order of a court or governmental body or authority of competent jurisdiction, then the Party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable and legally permissible, give the other Party as much warning thereof as practicable and inform in writing and consult with the other Party and, at the other Party’s request and cost, fully co-operate with and assist that other Party in opposing any such disclosure.

5.5 The obligations of this clause 5 shall continue after expiry or termination of a Contract for whatever reason.

6. CUSTOMER OBLIGATIONS

6.1 The Customer shall: 6.1.1 co-operate with the Company in all matters relating to the provision of the Goods and/or Services;

6.1.2 provide the Company, its employees, agents, consultants and Contractors, with access to the Venue, Delivery Location, Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Goods and/or Services;

6.1.3 promptly provide the Company with such information and materials (including any Submitted Designs and Customer Materials) as the Company may reasonably require in order to provide the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;

6.1.4 where applicable, prepare (or procure the preparation of) the Venue and the Delivery Location for the provision of the Goods and/or Services;

6.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and/or Services before (as applicable) the date on which the Goods are to be delivered and/or the Services are to start;

6.1.6 comply with all applicable laws, including health and safety laws and any policies in place at the Venue or Delivery Location;

6.1.7 provide prior written notice to the Company of any policies in place at the Venue or Delivery Location which the Company will need to comply with;

6.1.8 keep all materials, equipment, documents and other property of the Company left in the possession or control of the Customer in safe custody at its own risk, maintain the them in good condition until returned to the Company, and not dispose of or use them other than in accordance with the Company’s written instructions or authorisation; and

6.1.9 comply with any additional obligations as set out in the Order Confirmation.

6.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

6.2.1 without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend delivery of the Goods and/or performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;

6.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 6.2; and

6.2.3 the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

7. PRICE

7.1 Subject to clauses 7.2, 7.4 and 7.6, the price for the Goods and/or Services pursuant to each Contract will be the price stated in the relevant Order Confirmation (the “Price”).

7.2 Unless otherwise agreed by the Parties in writing, the Price will be solely for the Goods and/or Services set out in the Order Confirmation and will not include any additional costs or expenses such as delivery, carriage, storage, packaging, insurance, scanning, stock library images, commissioned photography, the cost of accommodation, subsistence, travel and any other ancillary expenses reasonably and properly incurred by the Company or its Contractors in connection with the provision of Goods and/or Services (together, “Additional Charges”). The Company may invoice the Customer for any applicable Additional Charges at any time.

7.3 The Customer acknowledges that where the Services include the storage of Goods, Exhibition Materials and/or Customer Materials or the Company is, in its performance of the Contract, required to store the Goods, Exhibition Materials and/or Customer Materials, then this shall be subject to additional fees as set out in the Quotation or, if the Quotation does not specify the applicable additional fees, any such additional fees will calculated at a day rate of at least £40/m³, based on the volume of the Goods, Exhibition Materials and/or Customer Materials to be stored by the Company for and on behalf of the Customer and the period for which storage is required (“Storage Fees”). The Company may invoice the Customer for any applicable Storage Fees at any time.

7.4 Without prejudice to any other rights or remedies that the Company may have under a Contract, the Company reserves the right to dispose of any Goods, and/or Customer Materials it is storing for the Customer (as applicable) and charge a Disposal Fee to the Customer in the event that:

7.4.1 the Customer instructs the Company to dispose of any Goods and/or Customer Materials in respect of which the Company is providing storage Services;

7.4.2 the Customer fails to pay any Storage Fees to the Company within thirty (30) days of the relevant due date for payment and remains in default fourteen (14) days after being required to make payment by the Company;

7.4.3 the Contract is solely in relation to the storage of Goods and/or Customer Materials and, following termination of the Contract for whatever reason, the Customer has still not collected the Goods and/or Customer Materials or made arrangements with the Company for their return; or

7.4.4 the Company has the right to charge a Disposal Fee in accordance with clause 12.6.

7.5 Unless stated otherwise in the Contract, the Price, Additional Charges, Storage Fees, Disposal Fees and any other sums due to the Company will not include Value Added Tax or other sales, import or export duties or taxes, which will be charged (if applicable) at the rate ruling at the date of delivery of the Goods and/or performance of the Services and which the Customer shall pay to the Company in addition at the same time as payment is due for the supply of the Goods or Services.

7.6 The Company reserves the right to increase the Price on written notice to the Customer to reflect:

7.6.1 any increase in the cost to the Company which is due to any change in delivery dates, Submitted Designs or quantities, types or specifications for the Goods and/or Services which are requested by the Customer; or

7.6.2 any delay caused by a Customer Default, any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions (as the context may be); or

7.6.3 any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or

7.6.4 any additional charges or costs imposed on the Company as a result of the supply of the Goods and/or the provision of the Services howsoever arising (except by fault or negligence on the part of the Company).

8. TERMS OF PAYMENT

8.1 The Customer shall pay each invoice for the Goods and/or Services in pounds sterling in full to such bank account as the Company informs the Customer from time to time at the intervals specified in the Order Confirmation (or as otherwise notified by the Company in writing) without any withholding, deduction, set off, counterclaim or cross demand within 30 calendar days of the date of the Company’s invoice.

8.2 The Company may require the Customer to make a Prepayment to the Company no later than the Commencement Date. The Company shall be entitled not to begin work in connection with the provision of the Goods and/or Services until it has received the Prepayment in full and in clear funds.

8.3 No payment shall be deemed to have been received until the Company has received the full sum in cleared funds.

8.4 Time of payment is of the essence of every Contract.

8.5 If the Customer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

8.5.1 cancel the relevant Contract or suspend any further work or deliveries to the Customer; and

8.5.2 charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 3% above The National Westminster Bank’s base rate from time to time per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

8.6 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. DELIVERY

9.1 The Company shall ensure that: 9.1.1 each delivery of the Goods, Exhibition Materials and/or Customer Materials is accompanied by a delivery note which shows the type and quantity of the Goods, Exhibition Materials and/or Customer Materials, special storage instructions (if any) and, if the Goods, Exhibition Materials and/or Customer Materials are being delivered by instalments, the outstanding balance of Goods, Exhibition Materials and/or Customer Materials remaining to be delivered; and

9.1.2 if the Company requires the Customer to retain any packaging materials for collection by the Company, that fact shall be clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request.

9.2 The Company shall deliver the Goods, Exhibition Materials and/or Customer Materials to the location set out in the Order Confirmation or such other location as the parties may agree in writing at any time (“Delivery Location”).

9.3 The Customer shall provide the Company with reasonable prior written notice of any instructions for the delivery and (where applicable) installation of the Goods, Exhibition Materials and/or Customer Materials (including but not limited to where within the Venue the Exhibition is located, how to access the Delivery Location and the location of power sources to which any Goods, Exhibition Materials and/or Customer Materials are to be plugged in).

9.4 Delivery of the Goods, Exhibition Materials and/or Customer Materials shall be completed on the completion of unloading of the Goods, Exhibition Materials and/or Customer Materials at the Delivery Location or, where the Company has agreed to install the Goods, Exhibition Materials and/or Customer Materials, on the completion of the installation of the same.

9.5 The Customer shall ensure that an authorised representative is available (either in person or via live video link) to confirm delivery and (where applicable) the installation of any Goods, Exhibition Materials and/or Customer Materials at the Delivery Location on behalf of the Customer and shall provide the name and contact details of such individual to the Company.

9.6 The Company shall provide the Services to the Customer in accordance with the Contract in all material respects and using reasonable care and skill.

9.7 Any dates specified by the Company for delivery of the Goods, delivery of the Exhibition Materials, delivery of the Customer Materials and/or performance or completion of the Services are intended to be estimates and time for delivery/performance/completion shall not be made of the essence. If no dates are stated, delivery/performance/completion shall be within a reasonable time. The Company shall in no circumstances be liable for any loss or damage arising from any failure or delay in delivery of the Goods and/or completion of the Services howsoever caused (unless by reason of the negligent act or omission of the Company, in which case the Company’s liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods or services of similar description and quality in the cheapest market available, less the Price of the relevant Goods or Services). The Company will give the Customer such reasonable notice as it can if delivery or performance is likely to be delayed.

9.8 The Company may deliver the Goods, Exhibition Materials and/or Customer Materials by instalments, which shall be invoiced and paid for separately. Where the Goods, Exhibition Materials and/or Customer Materials are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the relevant Contract as a whole repudiated.

9.9 If the Customer fails to take delivery of the Goods, Exhibition Materials and/or Customer Materials or fails to give the Company adequate delivery instructions or prevents the Company or its Contractors delivering the Goods, Exhibition Materials and/or Customer Materials (otherwise than by reason of Force Majeure or by reason of the Company’s default) then, without prejudice to any other right or remedy available to the Company, the Goods, Exhibition Materials and/or Customer Materials will be deemed to have been delivered on the scheduled date for delivery and the Company may:

9.9.1 store the Goods, Exhibition Materials and/or Customer Materials until actual delivery takes place and charge the Customer Storage Fees accordingly; or

9.9.2 (in the event of the Customer failing to take delivery within 7 days after the Company has notified the Customer that the Goods, Exhibition Materials and/or Customer Materials are ready for delivery) sell or otherwise dispose of the Goods, Exhibition Materials and/or Customer Materials at the best price readily obtainable and (after deducting all Storage Fees and any expenses incurred in selling or disposing of the Goods, Exhibition Materials and/or Customer Materials) account to the Customer for the excess over the Price or charge the Customer for any shortfall below the Price.

10. RISK AND TITLE

Risk

10.1 Where the Company is providing Goods, Exhibition Materials and/or Customer Materials to the Customer in connection with an Exhibition, risk in the Goods, Exhibition Materials and/or Customer Materials shall pass to the Customer at the later of:

10.1.1 time of delivery;

10.1.2 time of installation; and

10.1.3 if the Customer fails to take delivery of the Goods, Exhibition Materials and/or Customer Materials, the time when the Company is deemed to have tendered delivery of the same in accordance with clause 9.9.

10.2 Following the transfer of risk in any Goods, Exhibition Materials and/or Customer Materials in accordance with clause 10.1, risk in any Goods and/or Exhibition Materials provided to the Customer in connection with an Exhibition (as well as any Customer Materials) shall remain with the Customer and shall not transfer back to the Company:

10.2.1 unless the Company has agreed to provide storage Services in respect of such Goods, Exhibition Materials and/or Customer Materials (in which case clause 10.5 shall apply); and

10.2.2 until the scheduled end time of the Exhibition (as specified in the Order Confirmation) or (if later) the collection of the Goods, Exhibition Materials and/or Customer Materials by the Company or its Contractors.

10.3 While risk in any Goods, Exhibition Materials and/or Customer Materials remains with the Customer in accordance with clauses 10.1 and 10.2, the Customer shall:

10.3.1 maintain the Goods, Exhibition Materials and/or Customer Materials in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks with a reputable insurer. On request the Customer shall allow the Company to inspect such insurance policy or provide the Company with other evidence (such as a broker’s letter) of having such insurance in place;

10.3.2 keep the Goods, Exhibition Materials and/or Customer Materials in its possession or control at all times;

10.3.3 not remove, de-install, dismantle or attempt to remove, de-install or dismantle the Goods, Exhibition Materials and/or Customer Materials from the Exhibition without the Company’s prior written consent;

10.3.4 ensure that the Goods, Exhibition Materials and/or Customer Materials are kept in a suitable environment;

10.3.5 ensure that the Goods, Exhibition Materials and/or Customer Materials are only used for the purposes for which they are designed and by authorised persons (if applicable) and in accordance with any instructions or guidance provided by the Company; and

10.3.6 make no alteration, modification or advancement to the Goods, Exhibition Materials and/or Customer Materials without the Company’s prior written consent; and

10.3.7 notify the Company immediately upon any defect or damage to the Goods, Exhibition Materials and/or Customer Materials.

10.4 If any part of the Contract is to be performed elsewhere than on the Company’s premises (such as, by way of example, the Venue), the Customer shall be responsible to the Company for insuring or procuring the insurance of such place of performance and shall indemnify the Company against any claim made against the Company for damage to such place of performance.

10.5 Subject to clause 12.6, where the Services include the storage of Goods, Exhibition Materials and/or Customer Materials:

10.5.1 risk in the Goods, Exhibition Materials and/or Customer Materials shall transfer to the Company upon (as applicable) either:

(a) its collection of the Goods, Exhibition Materials and/or Customer Materials; or

(b) where the Customer is transporting the Goods, Exhibition Materials and/or Customer Materials to the Company, the completion of the unloading of the Goods, Exhibition Materials and/or Customer Materials at the premises where the same are to be stored; and

10.5.2 risk in the Goods, Exhibition Materials and/or Customer Materials shall remain with the Company for the period that the Company stores the same; and

10.5.3 following storage of the same, risk in the Goods, Exhibition Materials and/or Customer Materials shall pass to the Customer in accordance with clauses 10.1 and 10.2.

Title

10.6 Title in Goods sold to the Customer shall not pass to the Customer until the Company has received payment in full of the Price and all other sums due to the Company from the Customer under a Contract or any other agreement between the Parties.

10.7 Until such time as the title in the Goods sold to the Customer passes to the Customer, the Customer shall:

10.7.1 hold the Goods as fiduciary agent and bailee for the Company;

10.7.2 keep the Goods separate from all other goods of the Customer so that they remain readily identifiable as the Company’s property;

10.7.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

10.7.4 maintain the Goods in satisfactory condition, keep them insured;

10.7.5 maintain the Goods in satisfactory condition, properly store the Goods and keep them protected and insured against all risks for their full price on the Company’s behalf from the date of delivery;

10.7.6 notify the Company immediately if it becomes subject to any of the events listed in clauses 12.4.1 to 12.4.8 (inclusive); and

10.7.7 give the Company such information as the Company may reasonably require from time to time relating to:

(a) the Goods; and

(b) the ongoing financial position of the Customer.

10.8 Until such time as title in the Goods supplied by way of sale passes to the Customer, the Company may enter any premises of the Customer or of any third party where the relevant Goods are stored in order to recover them. The Customer shall reimburse the Company for all costs and expenses reasonably incurred in recovering the Goods in accordance with this clause.

10.9 At any time before title to the Goods passes to the Customer, the Customer’s right to possession of any Goods shall terminate immediately by the Company giving written notice to the Customer if:

10.9.1 the Customer experiences any of the events listed in clauses 12.4.1 to 12.4.8 (inclusive); or

10.9.2 if the Customer fails to observe or perform any of its obligations under the Contract or any other agreement between the Parties; or

10.9.3 the Customer encumbers or in any way charges any of the Goods,

in which case, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so promptly, the Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them. The Customer shall reimburse the Company for all costs and expenses reasonably incurred in recovering the Goods in accordance with this clause.

10.10 Where the Company is providing Exhibition Materials to the Customer, title in the Exhibition Materials shall remain at all times with the Company and shall not pass to the Customer unless otherwise agreed by the Parties in writing.

THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 11

11. WARRANTIES AND LIABILITIES

11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with a Contract including liability in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty or any legal basis for claim.

11.2 In respect of the: 11.2.1 Goods, the Company grants the Customer the benefit of the Company’s Product Warranty;

11.2.2 Services, where it is shown to the reasonable satisfaction of the Company that the Services have failed to be performed or that the Services are defective the Company shall, at its sole option:

(a) supply replacement Services to the Customer free of charge;

(b) refund to the Customer the Price of such Services; or

11.3 Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 section 12) all warranties, conditions or terms relating to description, satisfactory quality, fitness for purpose or condition of the Goods and whether implied by statute or common law or otherwise are excluded. A consumer’s statutory rights are not affected by these Conditions.

11.4 The Company may from time to time make changes to the specifications of the Goods or Services which are required to comply with any applicable laws (including any safety or statutory requirements) or which do not materially affect the satisfactory quality or fitness for purpose of the Goods or Services.

11.5 The Company shall not be liable to the Customer or be deemed to be in breach of a Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods and/or Services if the delay or failure was due to Force Majeure, a Customer Default or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the provision of the Goods and/or Services.

11.6 If the Customer does not notify the Company in writing within five Business Days of the date of delivery or performance of Services of any defect in the Goods and/or defective Services, the Customer shall not be entitled to reject the Goods and/or Services and the Company shall have no liability for such defects and the Customer shall be bound to pay the Price as if the Goods had been delivered and/or the Services had been performed in accordance with the relevant Contract.

11.7 Any claim for short or non-delivery of Goods or Exhibition Materials must be notified by the Customer to the Company in writing within 3 Business Days of receipt of the Goods and/or Exhibition Materials or (as the case may be) the delivery documents or the relevant invoice and to the carrier (where relevant) within the carrier’s specified time limit.

11.8 Subject to clauses 11.9, 11.10 and 11.11, unless otherwise specified in a Contract or agreed by the Company in writing, the total aggregate liability of the Company under the Contract or otherwise in respect of the Goods and/or Services shall be limited to the Price payable under the Contract to the Company in respect of the Goods and/or Services.

11.9 In any event the Company shall not be liable to the Customer under a Contract or otherwise in respect of the Goods and/or Services for any of the following:

11.9.1 for any special, indirect or consequential loss or damages, any loss of profit, loss of business, depletion of goodwill or loss of use, howsoever arising;

11.9.2 for any liability to third parties incurred by the Customer; or

11.9.3 for any statement or representation made by any employee or agent of the Company unless such statement or representation is confirmed in writing on the Company’s notepaper and approved by the Company.

11.10 In respect only of loss or damage to any Customer Materials resulting from the Company’s negligence to the extent the Company is responsible for them in accordance with clause 10 and subject to clause 12.6, the total aggregate liability of the Company in respect of any claims or demands made by the Customer for such Customer Materials shall not exceed 50% of the Price unless otherwise agreed by the Company in writing.

11.11 Nothing in these Conditions excludes or limits the liability of either Party:

11.11.1 for death or personal injury caused by that Party’s negligence;

11.11.2 for defective products under the Consumer Protection Act 1987; or

11.11.3 for any matter which it would be unlawful for a Party to exclude or attempt to exclude its liability; or

11.11.4 for fraud or fraudulent misrepresentation.

12. TERM, TERMINATION AND INSOLVENCY OF CUSTOMER

12.1 Each Contract shall have effect on and from the Commencement Date and will continue, subject to termination in accordance with these Conditions, until completion of the sale of (and payment for) the Goods and/or performance of all Services (as applicable). To the extent that a Contract involves the Company providing Services which involve the storage of any Goods, Exhibition Materials or Customer Materials, that part of the Contract shall continue, unless terminated earlier in accordance with these Conditions, until either Party gives to the other Party six (6) months’ written notice to terminate, expiring on or after the date twelve (12) months after the commencement of the storage Services.

12.2 The Company shall be entitled to terminate a Contract at any time at the Company’s absolute discretion on giving no less than four (4) weeks’ notice to the Customer.

12.3 Without affecting any other right or remedy available to it, either Party may terminate a Contract by notifying the other Party with immediate effect if:

12.3.1 the other Party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

12.3.2 the other Party is in persistent breach of any term of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.

12.4 Without prejudice to any other right or remedy available to the Company the Company shall be entitled to terminate the Contract or suspend any further performance of the Contract with immediate effect without any liability to the Customer (and if the Goods have been delivered and/or the Services have been performed but in either case not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary) in the event that:

12.4.1 an order is made or a resolution is made for the Customer’s winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order on the Customer;

12.4.2 an order is made for the appointment of an administrator to manage the Customer’s affairs, business and property or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);

12.4.3 a receiver is appointed of any of the Customer’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer’s assets;

12.4.4 the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

12.4.5 the Customer ceases, or threatens to cease, to trade; or

12.4.6 the Customer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade;

12.4.7 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

12.4.8 the Customer takes or suffers any similar or analogous action in any jurisdiction.

12.5 On termination or expiry of the Contract: 12.5.1 the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods/ Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

12.5.2 termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

12.5.3 any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

12.6 Following completion of an Exhibition and the Company collecting any Goods and/or Customer Materials from the Venue (“Leftover Items”), the Company shall (unless otherwise agreed between the Parties under the relevant Contract):

12.6.1 store such Leftover Items at the Customer’s risk for a period of thirty (30) days following the end of the Exhibition at no charge to the Customer; and

12.6.2 if the Customer does not collect the Leftover Items, make arrangements with the Company for the return of the Leftover Items or instruct the Company to dispose of the Leftover Items (in which case the Company may charge a Disposal Fee) within such thirty (30) day period as specified in clause 12.6.1, the Company shall have the right to charge the Customer (and the Customer shall be obliged to pay) Storage Fees in respect of such Leftover Items in accordance with clause 7.3, in which case the Leftover Items will be stored at the Customer’s risk; and

12.6.3 if the Customer has still not collected the Leftover Items, made arrangements with the Company for the return of the Leftover Items or instructed the Company to dispose of the Leftover Items (in which case the Company may charge a Disposal Fee) within sixty (60) days following the end of the Exhibition, the Company shall have the right to:

(a) continue charging the Customer Storage Fees in respect of the Leftover Items in accordance with clause 7.3, in which case the Leftover Items will continue to be stored at the Customer’s risk; or

(b) dispose of the relevant Leftover Items and charge a Disposal Fee to the Customer in accordance with clause 7.4.

13. INDEMNITY

13.1 Except where a Submitted Design has been used as the Final Design (in accordance with clause 3.1.2(b)) in connection with any Goods or Exhibition Materials, if any claim is made against the Customer that the Goods or Exhibition Materials infringe or that their use or resale infringes any Intellectual Property Rights of any third party, the Company shall indemnify the Customer against all loss, damages, costs and expenses awarded against or reasonably incurred by the Customer in connection with the claim or paid or agreed to be paid by the Customer in settlement of the claim provided that:

13.1.1 the Company is given full control of any proceedings or negotiations in connection with any such claim;

13.1.2 the Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;

13.1.3 except pursuant to a final award the Customer shall not pay or accept any such claim or compromise any such proceedings without the consent in writing of the Company (which shall not be unreasonably withheld);

13.1.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

13.1.5 the Company shall be entitled to the benefit of and the Customer shall accordingly account to the Company for all damages and costs (if any) awarded in favour of the Customer which are payable by or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

13.1.6 without prejudice to any duty of the Customer at common law the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Company is liable to indemnify the Customer under this clause.

14. DATA PROTECTION

14.1 For the purposes of this clause 14, the terms controller, personal data, processor and processing have the same meanings as set out in the Data Protection Legislation.

14.2 The Parties will comply with all applicable requirements of the Data Protection Legislation.

14.3 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Company is the processor.

14.4 The Company may be required from time to time to process personal data on behalf of the Customer for the purposes of providing the Services.

14.5 Without prejudice to the generality of clause 14.2, when either Party collects personal data from data subjects which it will process and/or share with the other Party under the Contract, that Party will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the personal data to the other Party and/or lawful processing of the personal data by the other Party for the duration and purposes of the Contract.

14.6 Without prejudice to the generality of clause 14.2, the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under the Contract:

14.6.1 process that personal data only on the documented written instructions of the Customer unless the Company is required by applicable laws to otherwise process that personal data;

14.6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

14.6.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

14.6.4 not transfer any personal data outside of the UK unless the prior written consent of the Customer has been obtained;

14.6.5 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

14.6.6 notify the Customer without undue delay on becoming aware of a personal data breach;

14.6.7 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination or expiry of the Contract unless required by applicable laws to store the personal data; and

14.6.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and immediately inform the Customer if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

14.7 The Customer consents to the Company appointing Contractors as third party processors of personal data under the Contract. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any third party processors appointed by it pursuant to this clause 14.7.

14.8 Either Party may, at any time on not less than thirty (30) days’ notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme.

15. EXPORT TERMS

15.1 The trade terms of the International Chamber of Commerce as in force at the date of the Contract shall apply to the export of any Goods and/or Exhibition Materials from the United Kingdom and unless the context otherwise requires any term or expression which is defined in such trade terms shall have the same meaning in these Conditions but if there is any conflict these Conditions shall prevail.

15.2 Where any Goods or Exhibition Materials are to be exported from the United Kingdom, the Customer shall comply with all applicable laws and be responsible for:

15.2.1 the importation of the Goods or Exhibition Materials into the country of destination;

15.2.2 the export (and any re-export) of the Goods or Exhibition Materials; and

15.2.3 the payment of any duties thereon in relation to clauses 15.2.1 and 15.2.2.

15.3 Subject to the provisions of clauses 10.1 to 10.4 (inclusive) and unless otherwise agreed in writing between the Customer and the Company, where any Goods or Exhibition Materials are to be exported outside of the United Kingdom, such Goods or Exhibition Materials shall be delivered EXW (as defined in the ICC’s Incoterms 2020 Rules) to the Delivery Location and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

16. CANCELLATION

16.1 The Customer may: 16.1.1 in respect of a Contract for the sale of Goods, at any time before Delivery; and

16.1.2 in respect of a Contract for the provision of Services, at any time prior to commencement of the Services,

amend or cancel a Contract by written notice to the Company.

16.2 Where a Customer amends or cancels a Contract in accordance with clause 16.1, the Customer shall indemnify the Company in respect of all costs, losses, liabilities, expenses or damages (including but not limited to any stranded costs, un-mitigatable losses and third party liabilities) reasonably incurred by the Company:

16.2.1 in fulfilling the Contract up until the date of deemed receipt of the amendment or cancellation; and

16.2.2 that may arise as a result of the amendment or cancellation.

17. CONTRACTORS

17.1 The Customer acknowledges that the Company may appoint Contractors to perform any of its obligations in connection with the provision of Goods and/or Services.

17.2 The Company may at any time (without notice to the Customer) assign, licence, subcontract or delegate any or all of its rights (including access rights and rights to copy, modify, print or otherwise deal with Final Designs) and obligations (including shipping, installation and/or dismantling of Goods, Exhibition Materials and Customer Materials) arising in connection with or under a Contract to Contractors.

17.3 Upon reasonable request from the Company, the Customer shall procure from any third parties such rights (including access to the Delivery Location for vehicles and personnel and access to utilities, telecommunications services and networks and systems) for and on behalf of Contractors as may be required for the provision of Goods and/or Services.

17.4 The Company shall be responsible for all acts and omissions of its Contractors as fully as if they were the acts and omissions of the Company or its employees or agents.

18. GENERAL

18.1 Any notice required or permitted to be given by either Party to the other under these Conditions shall be in writing (which shall unless otherwise agreed include email or other electronic means) and shall be sent by hand delivery, first class pre-paid post or electronically to that other Party at its registered office or principal place of business or such email address as is specified in the Order Confirmation or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice. If the notice is hand delivered the notice shall be deemed served at the time of delivery. If the notice is sent by first class pre-paid post the notice is deemed served two (2) Business Days after posting and if sent by electronic means shall be deemed served at the time of transmission, or, if this time falls outside the hours of 9am to 5pm on a Business Day in the place of receipt, at 9am on the next Business Day.

18.2 No variation of a Contract shall be effective unless it is in writing and signed by authorised representatives of the Parties.

18.3 Unless a Party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either Party in exercising any power, right or remedy under a Contract or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that Party’s other powers, rights or remedies under a Contract or at law.

18.4 The Company shall be entitled, without the prior approval of the Customer, to assign, sub-license, subcontract, transfer, novate, charge or otherwise encumber, create any trust over or deal in any manner with a Contract or any part thereof but the Customer shall not be so entitled without prior approval of the Company (not to be unreasonably withheld or delayed).

18.5 If any of these Conditions or other term of a Contract is held by any court or competent authority to be invalid, unenforceable or illegal in whole or in part the validity of the other Conditions or Contract will remain in full force and effect. If any invalid, unenforceable or illegal provision would be valid, unenforceable or legal if some or part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

18.6 These Conditions and each and every Contract made pursuant thereto shall be governed by the laws of England and the Customer and the Company agree to submit to the exclusive jurisdiction of the English Courts.

18.7 Except as otherwise provided herein a person who is not a party to a Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Contract or any of these Conditions.

Product Warranty

1. In this Product Warranty, the following terms have the following meanings:

Company, we, us, our means Clip Limited whose registered office is at Church Road, Wick, Bristol BS30 5RD and whose registered company number is 00933144

Customer, you means the person firm or company who purchases Goods from the Company

Goods the products supplied to the Customer by the Company (including any part or parts of them) but excluding any Submitted Designs and Customer Background

IP where the contract and terms and conditions refer to this Product Warranty

Lifetime Warranty means the period of 10 years from the date of delivery of the Goods

Warranty Period means the period of months/years from the date of delivery of the Goods as listed below:

Lifetime Warranty Mercury, Clip Panel & Pole, PixlipGo, PixlipPOP, PixlipPoster, LUUMAflex

2. The Company warrants that (subject to the other provision of these conditions) for the Warranty Period the Goods shall:

(a) be of satisfactory quality and within the meaning of the Sale of Goods Act 1979;

(b) be reasonably fit for the purpose as set out in the Order Confirmation.

3. The Company shall not be liable for a breach of any of the warranties in condition 2 unless:

(a) you give us written notice of the defect within 5 Business Days of delivery or, in respect of latent defects, within 5 Business Days of the time when you discover or ought to have discovered the defect; and

(b) we are given a reasonable opportunity after receiving the notice to examine such Goods and you (if asked to do so by us) return such Goods to our place of business at our cost for the examination to take place there.

4. The Company shall not be liable for a breach of any of the conditions in 2 if:

(a) you make any further use of such Goods after giving such notice; or

(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(d) you alter or repair such Goods without our written consent; or

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

(f) the Goods differ from the Order Confirmation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5. Subject to condition 3 and condition 4, if the Goods do not conform with any of the warranties in condition 2, we shall at our option:

(a) repair or replace the Goods (or the defective part); or

(b) refund the Price of the Goods at the pro rata Contract rate, provided that, if we so request, you shall at our expense, return the Goods (or the part of such Goods which is defective) to us.

6. If we comply with condition 5, we shall have no further liability for a breach of any of the warranties in condition 2 in respect of the Goods.

7. The provisions of the Company’s Terms and Conditions of Business apply to this Product Warranty.

8. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from this Product Warranty.

9. This Product Warranty is personal to you and shall not be capable of assignment without our prior written consent (such consent shall not be unreasonably withheld).

10. This Product Warranty shall apply to any repaired or replacement Goods supplied by us.

11. The formation, existence, construction, performance, validity and all aspects of this Product Warranty shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

Cookie	Duration	Description
_GRECAPTCHA	5 months 27 days	This cookie is set by the Google recaptcha service to identify bots to protect the website against malicious spam attacks.
cookielawinfo-checkbox-advertisement	1 year	Set by the GDPR Cookie Consent plugin, this cookie is used to record the user consent for the cookies in the "Advertisement" category .
cookielawinfo-checkbox-analytics	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Analytics".
cookielawinfo-checkbox-functional	11 months	The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category "Functional".
cookielawinfo-checkbox-necessary	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category "Necessary".
cookielawinfo-checkbox-others	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Other.
cookielawinfo-checkbox-performance	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Performance".
CookieLawInfoConsent	1 year	Records the default button state of the corresponding category & the status of CCPA. It works only in coordination with the primary cookie.
viewed_cookie_policy	11 months	The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data.

Cookie	Duration	Description
bcookie	1 year	LinkedIn sets this cookie from LinkedIn share buttons and ad tags to recognize browser ID.
bscookie	1 year	LinkedIn sets this cookie to store performed actions on the website.
lang	session	LinkedIn sets this cookie to remember a user's language setting.
lidc	1 day	LinkedIn sets the lidc cookie to facilitate data center selection.
UserMatchHistory	1 month	LinkedIn sets this cookie for LinkedIn Ads ID syncing.

Cookie	Duration	Description
_ga	2 years	The _ga cookie, installed by Google Analytics, calculates visitor, session and campaign data and also keeps track of site usage for the site's analytics report. The cookie stores information anonymously and assigns a randomly generated number to recognize unique visitors.
_gat_UA-465954-12	1 minute	A variation of the _gat cookie set by Google Analytics and Google Tag Manager to allow website owners to track visitor behaviour and measure site performance. The pattern element in the name contains the unique identity number of the account or website it relates to.
_gcl_au	3 months	Provided by Google Tag Manager to experiment advertisement efficiency of websites using their services.
_gid	1 day	Installed by Google Analytics, _gid cookie stores information on how visitors use a website, while also creating an analytics report of the website's performance. Some of the data that are collected include the number of visitors, their source, and the pages they visit anonymously.
CONSENT	2 years	YouTube sets this cookie via embedded youtube-videos and registers anonymous statistical data.

Cookie	Duration	Description
VISITOR_INFO1_LIVE	5 months 27 days	A cookie set by YouTube to measure bandwidth that determines whether the user gets the new or old player interface.
YSC	session	YSC cookie is set by Youtube and is used to track the views of embedded videos on Youtube pages.
yt-remote-connected-devices	never	YouTube sets this cookie to store the video preferences of the user using embedded YouTube video.
yt-remote-device-id	never	YouTube sets this cookie to store the video preferences of the user using embedded YouTube video.

Cookie	Duration	Description
AnalyticsSyncHistory	1 month	No description
li_gc	6 months	No description