Terms and Conditions
1.1 In these Terms of Business “Poland” means Peter Poland Design Ltd “the Client” means any individual, firm, company or other party with whom Poland contracts. “the Services” means any database development services, “the Contract” means any contract for the provision of the Services and/or the supply of Goods howsoever made between Poland and the Client. “the Goods” means any goods whatsoever including but not limited to printed material, manufactured items, computer based designs, databases & software and goods supplied by Poland to the Client pursuant to a Contract.
2. Formation of Contract
2.1 Any Contract shall incorporate and be subject to these Terms of Business and any further terms specified by Poland to the Client in writing. In the event of the Client seeking to incorporate special terms into the Contract, such special terms shall not apply unless they are expressly accepted and agreed by a director of Poland in writing.
2.2 No Contract shall come into existence until the Clientʼs order has been accepted in writing by Poland.
2.3 Any Estimate given by Poland is an invitation to the Client to appoint within 28 days of the Estimate date Poland to provide the Services and/or the Goods in accordance with these Terms of Business and any other special terms referred to in the Estimate or accepted and agreed by Poland in accordance with Paragraph 2.1 above. Poland reserves the right to withdraw or amend estimated prices at any time prior to its written acceptance of those prices as part of the Clientʼs order. Unless otherwise expressly agreed or earlier withdrawn, all Estimates expire automatically after 28 days.
2.4 If the Client submits an instruction containing terms inconsistent with or purporting to override these Terms, Polandʼs acknowledgement or acceptance of such instruction shall constitute a counter-offer on these Terms.
2.5 Any waiver of any breach of these Terms shall not prejudice Polandʼs rights in respect of any subsequent breach.
2.6 The Client shall be responsible for ensuring the accuracy of the terms of each order.
2.7 The Client may not cancel any order for Goods or Services which has been accepted by Poland except with the written agreement of Poland and on terms that the Client shall indemnify Poland in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Poland as a result of cancellation.
2.8 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of Poland and the Client. Polandʼs employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by Poland in writing. In entering into the Contract the Client acknowledges that it does not rely on and waives any claim for breach of any such representations (including representations in brochures, catalogues, web pages and other marketing materials) which are not so confirmed.
2.9 Poland reserves the right to cancel the Contract without liability to the Client at any time before the Goods are delivered or the Services are performed if Poland becomes aware that the sale of the Goods or the supply of the Services infringes the laws or regulations of any applicable jurisdiction.
2.10 Any typographical, clerical or other error or omission in any sales literature, Estimate, price list, acceptance of offer, invoice or other document or information issued by Poland shall be subject to correction without liability on the part of Poland.
3. Capacity of Company
Poland acts as a principal at law in all contracts entered into by Poland in the usual course of its business.
4.1 Subject to any alternative basis for charging specified by Poland, the Client shall pay Poland for the Services and the Goods such sum as shall be calculated in accordance with Polandʼs current standard hourly or other rates of remuneration (whichever is applicable) in addition to the costs incurred by Poland in the provision of such Goods and Services.
4.2 The Client shall be deemed to have authorised Poland to purchase all such additional Goods and Services and provide such additional Goods and Services as shall be referred to (directly or indirectly) in any Contact Report issued by Poland save insofar as the Client shall have notified Poland in writing of its disagreement with any such matter in any Contact Report within two days of its receipt of the relevant Contact Report.
4.3 Poland reserves the right by giving notice to the Client at any time to increase the price of the Goods or the Services to reflect any increase in the cost to Poland which is due to any factor beyond the control of Poland.
4.4 Unless otherwise agreed in writing, all costs are quoted in sterling and all invoices are for payment in sterling as set out in paragraph 5 below. Where, because payments have been made by the Client on dates and in amounts different to those agreed at the commencement of Polandʼs work without Polandʼs prior consent, Poland has suffered exchange rate losses in excess of 2% of the due amounts, Poland reserves the right to charge additional amounts to make up that shortfall.
5. Payment and Invoicing Procedure
5.1 In respect of Services Poland will invoice the Client at such times as it shall in its discretion think fit and the Client will unless otherwise specified by Poland pay each invoice within thirty days from the date of such invoice failing which Poland shall be entitled to cease all further work on behalf of the Client without liability in respect of any loss or damage sustained by the Client as a result.
5.2 Unless otherwise agreed in writing by Poland, payment of all invoices will be due and payable, (without any deduction or withholding) in cash or cleared funds thirty days from the date of invoice.
5.3 If the Client shall fail to make payment in full in accordance with the provisions of this paragraph 5 then (without prejudice to any other rights of Poland) the Client shall without any need for Poland to give notice become liable to pay to Poland compound interest on the amount for the time being unpaid at the rate which is thirty percent per anum calculated from the date of due payment until the date of actual payment as well after as before any judgement and Poland shall be entitled at its option either:
5.3.1 to suspend all or any other supplies or deliveries to be made under that or any other Contract with the Client PROVIDED ALWAYS THAT in any event the Client shall not in any respect be released from its obligations to Poland under that or any such other Contract: or
5.3.2 to terminate the relevant Contract and/or other contract with the Client and to claim damages from the Client.
5.4 Time for payment is of the essence of the Contract.
6. Costs of Purchases and Client Approval
Subject to paragraph 4.2 above Poland undertakes not to purchase production materials or to incur costs chargeable to the Client without the Clientʼs prior agreement PROVIDED ALWAYS THAT the Clientʼs approval of copy, layouts, proofs, scripts, databases, Contact Reports or schedules will constitute the authority to Poland to incur such costs. The Client shall not in any event unreasonably withhold or delay its approval of copy, layouts, proofs, scripts, databases, Contact Reports or schedules PROVIDED ALWAYS THAT the Client shall be deemed to approve the same if it has not notified Poland of its non-approval within a period following receipt of the same which shall be reasonable having regard to the need for any changes which the Client may require and any requirements for publication, distribution for delivery which may exist.
7. Despatch and Delivery
7.1 Delivery dates are approximate only and, subject to paragraph 15.1 below, the time of delivery shall not be of the essence of the Contract.
8. Alternations of Ancillary Contracts
Subject to paragraph 2.8 above, alterations of contracts can be made only when agreed in writing by Poland and permitted by the terms of the contract entered into by Poland with suppliers of goods or service.
9. Copyright and Title
9.1 The copyright, design right and all other intellectual property rights in the Goods, all artwork, copy, promotion and publicity materials, web integration code, databases and all other work created or commissioned by Poland will vest in Poland and the Client will promptly assign such rights to Poland if called upon to do so. The Client may use such Goods or other material only directly for the purposes authorised by Poland. The Client may not create or have created copies of the Goods or other materials without Polandʼs express prior written consent.
9.2 Such property other than copyright as shall subsist in the promotional and other material supplied by Poland to the Client, shall remain the property of Poland and the Client shall hold such material as bailee until Poland has been paid in full for any such material, and Poland shall have the right without prejudice to the obligation of the Client to pay for such material and for that purpose to go upon any premises occupied by the Client or any third party.