TERMS and CONDITIONS OF TRADING of Visual Innovation Ltd.

The following are the terms and conditions on which Visual Innovation Ltd. undertake to carry out work on behalf of customers. No variation to these terms and conditions is allowed unless received in writing and signed by a director of the company.

1. COST VARIATION. Estimates and quotations are based on the current costs of materials and production and are subject to increase on or at any time after acceptance by the customer of the estimate or quotation.

2. TAX. The company reserves the right to charge the amount of any Value Added Tax payable whether or not included on the estimate or invoice.

3. PRELIMINARY WORK. All work carried out, whether experimental or otherwise, at Customer’s request shall be charged.

4. COPY. A charge may be made to cover any additional work involved where copy supplied by the customer is not clear and legible.

5. PROOFS. No liability shall be accepted by the Company for any errors contained in any copies supplied by the customer. The Company will supply proofs of all work to the customer for his approval if the customer so requests. The Company will not accept any liability for any errors in proofs approved by the customer and if the customer shall not request a proof for approval he shall be deemed to have accepted the work as being correct. Customers approving proofs either verbally or by signed return of proof, accept full responsibility for errors or omissions. Any alterations and additional proofs necessitated thereby shall be charged extra. When type, style or layout is left to our discretion any change made shall be charged extra.

6. IMPRINT. Unless otherwise requested all work supplied will carry a company imprint which will be placed at our discretion.

7. DELIVERY AND PAYMENT.

a) Delivery of work shall be accepted when tendered or, if earlier, on notification that the work has been completed.

b) Unless specified otherwise the price quoted is ex-works. A charge will be made to cover any extra costs involved for delivery to addresses other than stated above.

c) Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.

d) The responsibility for delivery/collection of all works/goods lies with the customer. Any carriage/uplift arranged by the company is on the customer’s behalf. The company will not be responsible for delays or non delivery arising thereof.

e) Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days we shall be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage charges.

f) Payment for work shall be due on placement of order except where the estimate or quotation provides to the contrary or by previous written agreement. The Company shall be entitled to charge and be paid interest on overdue accounts at a rate of interest equivalent to 5% over the base lending rate of the Royal Bank of Scotland PLC prevailing at the date payment becomes due. An overdue account charge of £15 or 3% (whichever is the larger amount) of total balance outstanding may also be charged per calendar month overdue. Reminder or correspondence letters will incur charges, details available on request.

g) Any and all amounts owed to the company are deemed to be accepted as personally guaranteed by any or all directors, partners or other agents of liable company.

h) The company reserves the right to pass any unpaid account to a third party or agency for collection. Any additional costs involved, including handling or court charges, will be added to amounts due for collection.

i) Cheques or other forms of payment returned to the company will incur a minimum charge of £25 per representation.

j) The company reserves the right to pass details of all or any bad debt to credit agencies or other interested parties.

k) The customer shall not be entitled to set off against the price set out in the estimate or quotation in respect of any claim against the company or on any other basis.

8. TIME FOR DELIVERY. Any date given for delivery of finished work comprises an estimate only and shall not be a term of any contract. Whilst every effort is made to effect delivery within the time scale estimated, the Company shall not be a liable in the event of any delay.

9. FITTING/INSTALLATION. No guaranteed times can be made by the company on installations of goods or materials. Weather and contractor availability may cause delays. The company accepts no responsibility for installations requiring planning consent or other permissions, this responsibility lies solely with the customer. The company accepts no responsibility for damages arising to persons or property caused either directly or indirectly by goods supplied or fitted. Whilst every care is taken, no responsibility will be accepted by the company for claims arising directly or indirectly due to the supply and/or fitting of goods or materials. The customer is solely responsible for ensuring buildings, walls and other structures are of suitable construction, safe and sound before requesting fitting of goods or materials.

10. CLAIMS. Advice of damage, delay or partial loss of goods in transit or of non delivery must be given in writing to the Company and the carrier within 3 days of delivery (or in the case of non delivery within 28 days of dispatch of goods) and any claim in respect thereof must be made in writing to the Company and the carrier within 7 clear days of delivery (or in the case of non delivery within 42 days of dispatch). All other claims must be made in writing to the Company within 14 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied. The Company’s liability arising out of any breach of contract (where of any condition, warranty or fundamental term) shall be limited to the cost of the finished work supplied and shall not extend to any consequential loss or damage.

11. COMPLAINT. Any complaint relating to the quality of goods supplied or conformity with any approved proof must be made in writing within 7 days following delivery. The customer shall have be deemed to have unconditionally accepted the material in the absence of such written notification. In the event of all complaints the customer shall if so requested return to the Company the materials in question as a precondition to pursuing any further action or remedy.

12. LIABILITY. The Company shall not be liable for any loss to the customer arising from delay in transit howsoever caused.

13. SUBSEQUENT LOSS. The company accepts no responsibility for any claim or loss resulting from the direct or indirect supply of goods or materials.

14. STANDING MATERIAL. All materials and items of which the Company is the owner used by the Company in connection with production of the order of the customers shall remain exclusive property of the Company. Such items when supplied by the Customer shall remain the customers property.

15. LEIN. The Company shall have a general lein over all goods and materials of the customer in its possession pending payment of all money from time to time owed by the customer.

16. COPYRIGHT. Rights to all design, artwork, website design, domain registration remains with the company unless specifically notified in writing by the company whether protected by formal copyright or not. Amounts charged as artwork, design, web design, proofing, domain registration and the like are for time spent or materials used and do not include transfer of rights to design. Subsequent transfer of title or rights may incur additional charges. No reproduction of design or goods supplied will be allowed without prior permission in writing from the company.

17. PRODUCTS.

a. The company accepts no responsibility as to the suitability of products supplied. It is the customers sole responsibility to ensure suitability prior to order.

b. Every effort will be made to ensure closest colour matches to customer requirements but due to processes involved the company will not undertake to guarantee precise colour matching. If close matching is requested test prints will be required at additional cost to customer.

c. No responsibility will be accepted or additional guarantees offered by the company for products supplied by third parties out with the guarantee provided by the third party.

18. EQUIPMENT HIRE. All equipment supplied on a hire or loan basis by the company or it's representatives becomes the responsibility of the hirer or borrower from the moment the equipment exits the company premises until returned and checked by authorized company representatives, it is the responsibility of the hirer/borrower to ensure suitable insurance cover is in place before taking hire or loan. The company, at it's discretion, reserves the right to repair or replace as new, damaged or lost equipment. A charge may also be made for subsequent revenue loss due to such loss or damage. If required, written confirmation of value can be supplied.

19. INTERNET HOSTING, WEB DESIGN & RELATED SERVICES
a. The company act only as agents for internet services and therefore do not accept or imply responsibility for standards of service, loss of service or termination of services. Any issues regarding services must be taken up with the Internet Service Provider directly.
b. All agreements/contracts entered into will be for a minimum of two years, cancellation or transfer of services within this time will incur penalties. Transfer of services out with this period will incur additional charges.
c. Unless otherwise notified in writing by the company, any and all web design and construction remains the copyright and property of the company and must not be altered or reproduced without the prior consent, in writing from the company.

20. MATERIALS SUPPLIED OR SPECIFIED BY THE CUSTOMER.

a. The Company reserves the right to reject any materials supplied by the customer which appear to the Company to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged.

b. Where materials are so supplied or specified the Company will take every care to secure the best results but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

c. Quantities of materials supplied shall be adequate to cover normal spoilage.

d. The company shall be at liberty to substitute materials of like quality to those specified in the Estimate should the originally specified materials be unavailable for reasons beyond the control of the company.

e. Any property supplied to the company by or on behalf of the customer whilst in possession of the company or in transit to or from the company is deemed to be at the customers risk. Whilst every care will be taken, no responsibility for such property will be accepted by the company. Accordingly the customer must ensure that such property be suitable insured.

21. OWNERSHIP OF THE GOODS.

1. Notwithstanding anything to the contrary contained in these conditions or in any order given, all title to goods supplied shall remain with the Company until payment in full of all money from time to time by the purchaser to the Company.

2. Until payment in full of all money owed by the purchaser to the Company, the purchaser shall hold all goods supplied as trustee for the Company upon the following terms:

a. the purchaser shall return the goods to the Company on demand and grants to the Company a licence for the Company by its duly authorized agent to enter onto any property where the goods are for the time being stored in order to retake possession thereof.

b. the purchaser shall have a general licence to sell the goods in the normal course of the purchaser’s business but not further or otherwise and the licence hereby conferred shall determine forthwith if the purchaser (being a company) shall have a receiver appointed over its business and assets or shall be subject to any winding up order or resolution or (being an individual) is subject to a bankruptcy order.

3. In the event of any sale of the goods prior to the payment of all moneys due by the purchaser to the Company (whether such sale is effected in accordance with the licence hereby granted or otherwise)

i. the purchaser shall stand possessed of the proceeds of such sale as trustee for the Company and shall pay the said proceeds into a separate banking account designated as an account on behalf of the Company.

b) the purchaser shall - if called upon so to do - execute an assignment of its rights against the sub-purchaser of the goods to the intent that the Company shall be entitled to recover the price as assignee of the debt payable to the sub-purchaser to the purchaser (the Company agreeing to reply to the purchaser any excess recovered over and above any moneys at that time due to the Company from the purchaser.)

d. Notwithstanding the provisions of this clause, risk in goods supplied by the Company shall pass to the purchaser when the goods are delivered to the purchaser. The purchaser shall maintain in force a policy of insurance against loss or damage to the goods by all usual risks. In the event of total loss of or damage to the goods, the purchaser shall if called upon so do assign to the Company its right or recovery against any issuer of the goods.

22. ILLEGAL MATTER.

a. The company shall not be required to print any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary of other rights of any third party.

b. The Company shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or any other propriety, personal or other intellectual property rights contained in any material generated for the customer. The indemnity shall extend to any legal costs reasonably incurred in defending any claim against the Company relating to such materials.

23. DISCOUNTS. No discounts or rebates are allowed other than those expressly agreed by the Company in writing. All or any discount or offers given will be removed and full price will become payable in the event of delayed, late or non payment of sums due.

24. FORCE MAJEURE. The Company shall be under no liability if unable to carry out any provisions of the contract for any reason beyond the control of the Company including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or any other action taken by employees in contemplation of futherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may be written notice to the Company elect to terminate the contract any pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

25. LAW. These conditions and all other express terms of the contract shall be governed and constructed an accordance with the laws of Scotland.