In these Terms and Conditions the following Definitions will have the following meanings unless stated otherwise. “Client” the person(s), firm or company whose order for the Services is accepted by ITERATE Design and Innovation Ltd. “Contract” any contract between ITERATE Design and Innovation Ltd and the Client for the sale and purchase of the Service/s. “Services” any Services which ITERATE Design and Innovation Ltd provides to the client under contractual agreement. “Terms and Conditions” the standard terms and conditions set in this document together with or without special terms agreed in writing between the Client and ITERATE Design and Innovation Ltd.
2. Formation of Contract
2.1 – The Contract will be upon the following Terms and Conditions, excluding any other terms and conditions and all previous oral or written representations including any terms or conditions which the Client intend to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
2.2 – Each order or acceptance of a quotation for Services will be deemed to be an offer by the Client to purchase Services upon these Terms and Conditions. The Contract is formed when the order is accepted by ITERATE Design and Innovation Ltd by way of a written acknowledgement of order. No contract will come into existence until a written acknowledgement of order is issued by ITERATE Design and Innovation Ltd. Quotations are valid for a period of 30 days from its date or creation by ITERATE Design and Innovation Ltd unless it has been previously withdrawn.
3. Price and Payment Terms
3.1 – The price for the Services will be the price set out in ITERATE Design and Innovation Ltd’s quotation. The price is exclusive of any costs of packaging and carriage and any other applicable sales tax or duty which will be added to the sum in question at the point of invoice.
3.2 – The price of the Services shall be subject to variation at any time prior to completion including but not limited to price fluctuations beyond its reasonable control or where changes or alterations have been requested by the Client or where the Client has failed to provide adequate or timely information or instructions.
3.3 – ITERATE Design and Innovation Ltd may invoice the Client for the Services on or at any time after performance commences and payment is due within 15 or 30 days of service (depending on services rendered) of such invoice, or upon termination of the Contract, whichever occurs first. Unless otherwise specified, i.e. the first 6 months of a new business relationship where payment is required immediately.
3.4 – All payments to be made by the Client under the terms of the contract (indicated on the quotation), payment will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
3.5 – If any sum payable under the Contract is not paid when due then, without prejudice to ITERATE Design and Innovation Ltd’s other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgement, at 3 per cent per annum over Barclays Bank plc base rate from time to time and ITERATE Design and Innovation Ltd will be entitled to suspend deliveries of the Services until the outstanding amount has been received.
4.1 – ITERATE Design and Innovation Ltd may deliver the Services in stages. Each stage will be a separate Contract and no cancellation or termination of any one Contract relating to any stage will entitle the Client to repudiate or cancel any other Contract or stage. Each separate stage will be invoiced and paid for in accordance with the provisions of the Contract.
5. Conflict of Interest
5.1 – ITERATE Design and Innovation Ltd will decline any third party contract that would create a conflict of interest with the client’s previously agreed instructions. Where such a conflict only becomes apparent after our agreement to act for the third party we will invoke Clauses 5.2 and 5.3 in respect of their contract.
5.2 – ITERATE Design and Innovation Ltd warrants to bring to the attention of the client any conflict of interest that may arise between the client’s instructions and the terms under which ITERATE Design and Innovation Ltd is acting, or has acted, for another client at the time that it becomes apparent to ITERATE Design and Innovation Ltd officers (where such third party instructions were received prior to the client’s instructions). The client will then be free to vary his contract with ITERATE Design and Innovation Ltd in the light of this revelation to the extent that it is affected by the potential conflict of interest. Such a declaration by ITERATE Design and Innovation Ltd will be general in nature, so as not to prejudice the confidentiality with the third party.
5.3 – ITERATE Design and Innovation Ltd will have the right to resign its contract in such circumstances if, in its judgement, it is unable to proceed with the contract and maintain its fiduciary duty. ITERATE Design and Innovation Ltd shall receive payment in full for hours worked and expenses incurred to the date of disclosure, including all due contract stage payments but not including any entitlement to pro-rata payment for any amounts payable on completion such as performance fees or terminal payments.
6. Materials Supplied
6.1 – ITERATE Design and Innovation Ltd agrees to handle any materials, such as product samples or documents, supplied by the client in a professional and controlled fashion and return them to the client upon request. However, ITERATE Design and Innovation Ltd will not be responsible for any wear or tear occasioned nor for any loss or theft that might occur. All such material is supplied at the client’s own risk and no liability for any financial restitution for any direct or indirect value is neither accepted nor any consequential loss.
7. Rights of Ownership
7.1 – The property, (hardware and design) including all intellectual property in any form whatsoever including but not limited to designs, drawings, ideas, inventions mould tooling or processes will remain the property of ITERATE Design and Innovation Ltd until the price of such Goods or Services has been paid in full and cleared through ITERATE Design and Innovation Ltd’s bank but risk in the Services will pass to the Client from the date of delivery.
7.2 – The Clients right to possession will terminate immediately upon the occurrence of an event which would allow ITERATE Design and Innovation Ltd to terminate the Contract under Condition 13.1.
8.1 – ITERATE Design and Innovation Ltd shall have the right, without further reference to the client, to publicise the fact that the client is, or was, a client and to utilise the client’s name in publicity materials in this respect. ITERATE Design and Innovation Ltd may also describe and visually demonstrate using images in general terms the type of work conducted for the client, but shall not be permitted to show explicit detail, development or IP gained by the client during the project.
8.2 – Wherever the results of any commissioned work are cited by the client, the client agrees to make due reference to ITERATE Design and Innovation Ltd so as to make it clear who carried out the work, except where ITERATE Design and Innovation Ltd explicitly waives this right. This provision is notwithstanding the over-riding position over ownership of said product (outlined in Clause 7, Rights of Ownership, above).
9. Liability for Advice Given
9.1 – ITERATE Design and Innovation Ltd provides information, advice and services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for the client to decide whether or not to accept our advice in making his own management decision. We advise that any data critical to a decision should be independently verified prior to being acted upon. Therefore ITERATE Design and Innovation Ltd accepts no liability for the consequences of its information opinions and advice whether direct or indirect.
10. Liability of ITERATE Design and Innovation Ltd
10.1 – ITERATE Design and Innovation Ltd does not exclude its liability (if any) to the Client for: breach of ITERATE Design and Innovation Ltd’s obligations for personal injury or death resulting from ITERATE Design and Innovation Ltd’s negligence; under section 2(3) Consumer Protection Act 1987; for any matter which it would be illegal for ITERATE Design and Innovation Ltd to exclude (or to attempt to exclude) its liability; or for fraud.
10.2 – ITERATE Design and Innovation Ltd will be under no liability to the Client whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with: any of the Services, or sale or supply, or failure or delay in supply, of the Services by ITERATE Design and Innovation Ltd or on the part of ITERATE Design and Innovation Ltd’s employees, agents or sub-contractors; any breach by ITERATE Design and Innovation Ltd of any of the express or implied terms of the Contract; any use made or resale by the Client of any of the Services, or of any product incorporating any of the services; any statement made or not made, or advice given or not given, by or on behalf of ITERATE Design and Innovation Ltd or; any infringement of any patents, copyrights, registered designs or any form of intellectual properties.
10.3 – ITERATE Design and Innovation Ltd hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Client.
11.1 – The Client agrees to indemnify, keep indemnified and hold harmless ITERATE Design and Innovation Ltd from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which ITERATE Design and Innovation Ltd incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance by the Client of the terms of the Contract.
12. Force Majeure
12.1 – ITERATE Design and Innovation Ltd will not be liable to the Client for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control of ITERATE Design and Innovation Ltd including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and ITERATE Design and Innovation Ltd will be entitled to a reasonable extension of time for performing such obligations.
13.1 – ITERATE Design and Innovation Ltd may by written notice terminate the Contract immediately if the Client is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect. Failure to pay any sums due in accordance with Condition 3.3 is a material breach of the terms of the Contract which is not capable of remedy.
13.2 – The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Client or ITERATE Design and Innovation Ltd accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.
14.1 – Time for performance of all obligations of the Client is of the essence. Time for performance of all obligations of ITERATE Design and Innovation Ltd is not of the essence.
14.2 – Each right or remedy of ITERATE Design and Innovation Ltd under the Contract is without prejudice to any other right or remedy of ITERATE Design and Innovation Ltd whether under the Contract or not.
If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective, without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
14.3 – No failure or delay by ITERATE Design and Innovation Ltd to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
14.4 – Save as set out in the Contract, these Terms and Conditions may only be varied or amended in writing and signed by or on behalf of ITERATE Design and Innovation Ltd.
14.5 – ITERATE Design and Innovation Ltd may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Contract.
14.5 – The Contract is personal to the Client who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without ITERATE Design and Innovation Ltd’s prior written consent.
14.6 – The Contract and/or the specification contains all the terms which ITERATE Design and Innovation Ltd and the Client have agreed in relation to the Goods or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods or Services. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ITERATE Design and Innovation Ltd which is not set out in the Contract and/or specification.
[Save as set out in Condition 10.2 the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.]
14.7 – Any notice in connection with the Contract will be in writing addressed to the other party at its registered office, or principal place of business and will be delivered by hand, or first class or special delivery post. The notice will be deemed to have been duly served, if delivered by hand, when left at the proper address for service or if made by pre-paid, first class post or special delivery post, 48 hours after being posted.
The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English law as applied in Wales. The English and Welsh courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.
15. Integral part of contract
15.1 The client, in signing the contract, accepts that all of these terms have been read, understood and agreed.
15.2 The client agrees that all of the above terms form part of the contract between the ITERATE Design and Innovation Ltd and the client, except where explicitly excluded or modified by the contract and shall take precedence over and shall not be varied by any other means including any terms or conditions that the client may from time to time apply to suppliers.