Midlands Spotlight
Terms and Conditions
Article
1 - Applicability of the terms and conditions
1.1 These terms of
business shall apply to all transactions and agreements between Midlands Spotlight (hereinafter: the company) and the
principal (your company), in respect of which the company has declared these
terms and conditions to be applicable, to the exclusion of the principal's
terms of business unless the company has agreed in writing that they shall
apply.
1.2 These terms and conditions shall also apply to all agreements with the
company, the execution of which may require the involvement of third parties.
Article
2 - Quotations; entering into an agreement
2.1 All quotations and
cost estimates shall be without obligation.
2.2 The contract shall take effect on the acceptance in writing by the
principal of the quotation submitted by the company, or - should no quotation
have been submitted - by the confirmation in writing by the company of a
commission granted him by the principal. In the event of the company being
unable to examine the complete text within five working days before submitting
his quotation he may however retract the cost estimate and lead times he has
quoted after the principal has accepted the quotation.
2.3 Thecompany may consider his principal to be the person who has commissioned
the work, unless the said person has clearly stated that he is acting on behalf
of, on the orders of and on the account of a third party and providing the name
and address of the said third party are concurrently submitted to the company.
Article
3 - Alteration/withdrawal of commission
3.1 If, after the contract
has been concluded, the principal makes any alteration other than minor changes
to the original commission, the company shall be entitled to adapt the lead
time and/or remuneration or to reject the commission.
3.2 In the event of a commission being withdrawn by the principal he shall be
liable for payment of that part of the commission that has already been
executed and for payment on the basis of a fee per hour for research that has
been undertaken with respect to the remainder of the commission.
3.3 Should the company have reserved time for the execution of the commission
and not be able to use this time for other work, the principal shall pay
thecompany 50% of fee covering the portion of the commission that has not
been executed.
Article
4 - Execution of commissions, confidentiality
4.1 The company shall commit
himself to executing the commission to the best of his ability, thereby
employing sound professional knowledge and skills, with due regard to the
purpose specified by the principal.
4.2 The company shall treat all information entrusted to him by the principal
with the strictest confidence.
4.3 Unless it has been expressly stipulated to the contrary, the company shall
be entitled to have the commission (partly) executed by a third party, without
prejudice to his responsibility for the observance of confidentiality and for
the quality of execution of the commission. The company shall require the said
third party to observe the strictest confidence.
4.4 On request, the principal shall provide the company with information
regarding the contents to be incorporated into a website, including
documentation, reference material and images. Dispatch of the documents
concerned shall be at the principal's risk and expense.
4.5 The company shall not be held responsible for the accuracy of information
supplied to him by the principal and shall on no account accept liability for
damage of any kind if the company has operated from inaccurate or incomplete
information supplied to him by the principal, even if such information was
supplied to him in good faith.
Article
5 - Intellectual Property
The principal shall
indemnify the company from any claim by a third party regarding alleged breach
of rights of ownership, patent, authors' copyright or other intellectual
property in connection with the execution of the commission.
Article
6 - Rescission
In
the event of the principal failing to honour his commitment, or in the case of
bankruptcy, moratorium, receivership or liquidation of the principal's
business, the company shall be entitled wholly or partially to rescind the
contract or to dealy the execution of the commission, such action never
rendering him liable for any claim for damages. He may then demand immediate
payment for remuneration due to him
Article
7 - Complaints and disputes
7.1 The principal shall
report complaints concerning the work delivered by the company as soon as
possible and inform him in writing of his dissatisfaction within ten days after
acceptance. The reporting of a complaint shall in no way relieve the principal
of his obligation to pay for the work delivered.
7.2 Should the complaint be well-founded, the company shall improve or replace
the delivered work within a reasonable period of time, or - if the company
cannot reasonably comply with the request for improvement - agree to a
reduction in the fee.
7.3 The principal's right to make a claim shall cease if he has revised - or
has caused to be revised - the work as delivered and has subsequently passed it
on to a third party.
Article
8 - Lead time, delivery
8.1 The agreed lead time
shall be an estimated time, unless expressly stipulated otherwise. As soon as
it becomes apparent to the company that the agreed delivery time is not
feasible, he shall be bound to inform the principal immediately.
8.2 Should the company be accountable for the delay in delivery, the principal
shall be entitled - if it is unreasonable for him to wait any longer - to
rescind the contract unilaterally. In this event the company shall not be
entitled to any compensation.
8.3 Delivery shall be considered to have taken place at the moment of delivery
by email.
8.4 Delivery of documents via electronic post shall be considered to have taken
place when the medium has confirmed the dispatch.
Article
9 - Fees and payment
9.1 The web design and
optimisation fees are based on an hourly rate. The translator may, in addition
to his fee, declare the expenses incurred in executing the commission.
9.2 Accounts should be settled within 7 days, at the latest date 30 days after
the date of the invoice in the currency in which the invoice is drawn up.
Should the payment not be made within the period specified, the principal shall
immediately, without further notification, be in default, in which case the
principal shall be liable for the statutory interest from the date of default
to the moment of full settlement.
9.3 In the event of extrajudicial collection, collecting rates of 15% over the
first GBP 1000 of the capital sum plus interest shall be levied and a rate of
10% over the remainder, with a minimum collection charge of GBP 50.
Article
10 - Liability and indemnity
10.1 The company shall be
responsible solely for damage that is the direct and demonstrable result of a
shortcoming for which the company can be held accountable. The company shall
never be liable for any other form of damage such as consequential loss, loss
due to delay or loss of income or profits. The liability shall in every case be
limited to a sum equal to the invoice value of the commission concerned.
10.2 The company shall not be held responsible for damage to or the loss of
documents, information or information carriers placed at his disposal for the
purpose of executing the commission. Nor shall the company be held liable for
damage arising from the use of information technology or modern means of
telecommunication.
10.3 The company's liability shall be limited to a maximum of the invoice value
in each case.
10.4 The principal shall be bound to indemnify the company from all claims from
third parties arising from the utilization of the work delivered, excepting the
liability of the company that may exist on the grounds of the provisions of
this article.
Article
11 - Force Majeure
11.1 In the present terms
and conditions, force majeure shall be understood , in addition to the legal
definition and interpretation of the term, to include all exterior causes,
whether anticipated or not, over which the company cannot exercise any control,
but which prevent the company from being able to meet his commitments. Such
circumstances shall in any case include - but not exclusively - fire, accident,
illness, industrial action, rebellion, war, governmental measures or hindrance
or restriction of transport.
11.2 During the period covered by force majeure the company's commitments shall
be suspended. Should the period within which force majeure prevents the company
from meeting his commitments
exceed two months, either party shall be empowered to rescind the agreement; no
obligation of indemnity shall in such case arise. If the principal is the
consumer the empowerment to rescind shall only apply in so far as such
empowerment is enforceable by law.
11.3 If, at the time of the commencement of force majeure the company has
partially met his commitments, or can only partially meet his commitments, the
company shall be entitled to draw up a separate invoice covering the work
executed and the principal shall be bound to pay the said invoice as though it
applied to a separate agreement.
Article
12 - Legal system applicable
12.1 The law of the UK shall be
applicable to all legally binding transactions between the principal and the
company.
12.2 Any dispute shall be subject to the judgment of the officially appointed UK judge.
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