T&S DESIGN SOLUTIONS TERMS & CONDITIONS

T&S Design Solutions Limited is a private limited company registered in England and Wales with registered company number 13957707 ("we", "us", "our") whose registered address is at Brigham House, High Street, Biggleswade, Bedfordshire, United Kingdom, SG18 0LD. T&S Design Solutions Limited is a 2D and 3D design solutions and project management expert.

1. Interpretation

1.1 The following definitions and rules of interpretation apply in these Conditions:

"Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

"Business Hours" means business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

"Charges" means the charges payable by you for the supply of the Services in accordance with clause 5 as set out in the Order.

"Conditions" means these terms and conditions as amended from time to time in accordance with clause 10.4.

"Contract" means the Order and these Conditions.

"Default" means any act or omission by you or failure by you to comply with your obligations under the Contract which prevents or delays us in performing our obligations under the Contract.

"Deliverables" means the deliverables set out in the Order produced by us for you.

"Initial Payment" means 50% of the Charges.

"Order" means your order for the Services as set out in the order form template at Schedule 1 which contain details of the services, Deliverables, Charges and performance dates.

"Services" means the services to be provided by us to you as set out in the Order for the production of the Deliverables.

"Yours", "Yours" means the person or firm whose details are set out on the Order.

"VAT" means value added tax chargeable from time to time.

2. Acceptance of these Conditions

2.1 The Order constitutes an offer by you to purchase the Services in accordance with these Conditions which altogether forms the Contract.

2.2 The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point, and on which date the Contract shall come into existence and commence.

2.3 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our advertising are published for the sole purpose of giving an approximate idea of the Services supplied by us. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by us shall not constitute an offer.

3. The Services

3.1 We shall supply the Services to you using reasonable skill and care.

3.2 We shall use reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Subject to clause 3.4, any change to the Services supplied under the Contract shall only be effective if made in writing and signed both parties.

3.4 We reserve the right to amend the Services if applicable law or regulation require and we shall notify you in any such event.

4. Your obligations

4.1 You acknowledge that our ability to supply the Services is subject to your co-operation and therefore you shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with us in all matters relating to the Services;

(c) provide us with such information and materials as we may reasonably require in order to provide the Services, and ensure that such information and materials are complete and accurate; and

(d) comply with any additional obligations as set out in the Order.

4.2 If a Default occurs:

(a) without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until the you remedy the Default, and to rely on the Default to relieve us from the performance of any of our obligations in each case to the extent the Default prevents or delays our performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2 directly or indirectly resulting from such Default; and

(c) You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.

5. Charges and payment

5.1 In consideration of our provision of the Services, you shall pay the Charges.

5.2 You shall pay the Initial Payment prior to us commencing the Services and the remaining Charges upon the receipt of the Deliverables.

5.3 You shall pay the invoice submitted by us for the remaining Charges:

(a) within 10 (ten) days of the date of our invoice or in accordance with any credit terms if agreed by us and confirmed in writing to you;

(b) in full and in cleared funds to the bank account nominated in writing by us; and

5.4 All amounts payable by you under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the Contract by the us to you on receipt of a valid VAT invoice from us, pay to such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies within these Conditions, you shall pay interest on the overdue sum from the due date until payment of the overdue sum (whether before or after judgment). Interest under this clause 5.5 shall accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

6. Data protection

6.1 We shall process any personal data you provide to us in connection with the Contract in accordance with applicable data protection legislation and shall do so as a processor.

6.2 The only personal data which we will process further to the Contract your name, title, email and phone number.

7. Limitation of liability:

7.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

7.2 Nothing in this clause 7 shall limit your payment obligations under the Contract.

7.3 Subject to clause 7.1 (Liabilities which cannot legally be limited), our total liability to you shall be the limited to the Charges paid or payable by you.

7.4 Subject to clause 7.3, we shall not be liable to you for any:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss, whether based in contract, tort or otherwise, suffered by you or any third party in connection with the Contract.

7.5 You shall indemnify us from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by us as a result of claims made by a third party in relation to your use of the Deliverables.

7.6 We have given commitments as to compliance of the Services with relevant specifications in clause 3. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.7 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for such event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 (two) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7.8 This clause 7 shall survive termination of the Contract.

8. Termination

8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

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

(b) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

8.2 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if on the due date you fail to pay the charges and you remain in default for a further 7 (seven) Business Days after being notified by us to make payment.

9. Consequences of termination

9.1 On termination of the Contract, you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

9.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of non-performance continues for a period of 4 (four) weeks, the party affected by the delay may the terminate the Contract by giving 4 (four) weeks’ written notice.

10.2 Assignment. We may at any time may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of our rights or obligations under the Contract.

You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.

10.3 Confidentiality.

(a) Each party undertakes that it shall not at any time, and for a period of 2 (two) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.5 Waiver. The failure of a party to exercise or enforce any right under the Contract shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it or any other rights at any time or times thereafter.

10.6 Severance. Should any provision of this Contract become void or otherwise unenforceable for any reason, the validity of the remaining provisions shall not be affected thereby, and the parties shall use their best endeavours to replace the provision which is void or unenforceable with a provision of similar economic effect.

10.7 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the following email addresses:

(i) us: info@tandsdesignsolutions.co.uk

(ii) you: the email addresses specified in the Order or confirmed in writing from time to time.

(b) Any notice or communication shall be deemed to have been received:

(i) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

(c) This clause 10.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.8 Entire Agreement. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

10.9 Third party rights. Unless this Contract expressly states otherwise a person who is not a party to this Contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

10.10 Governing law and Jurisdiction. The Contract shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with the Contract.