terms & conditions
ipinx terms of trading
1.1 In this Agreement the following words have the following meanings:
Ipinx means ipinx media of Philbeach House, Dale, Haverfordwest, Pembrokeshire SA62 3QU;
Agreement means the agreement between the Customer and Ipinx as described in these terms of business and the Quote;
Customer means the person(s) who purchases the Services from Ipinx;
Services means the works as described in the Quote;
Goods means all graphics, designs, written copy, mechanisms, schemes, concepts or ideas created or developed by Ipinx during the preparation of the Quote or provision of the Services;
Quote means the documentation issued by Ipinx that sets out the Services and applicable prices and payment terms.
2. Quote and Price
2.1 The price for the Services shall be quoted in the Quote.
2.2 The Quote may be accepted at any time within a period of 30 days from the date of Quote and, if not accepted within such a period, shall lapse.
2.3 Unless otherwise stated, the Quote does not cover any services provided by third party suppliers including, but not limited to, the provision of domain name registration, hosting and email services.
2.3.1 If third party services are specified within the Quote, Ipinx reserves the right to nominate suppliers to provide supply at its discretion.
2.3.2 Any disputes arising from such third party supply will not be reason for withholding payment for other work included in the Quote.
3. Payment Terms
3.1 Ipinx will issue invoices in the stages set out in the Quote.
3.2 Payment is due within 7 days of the date of the invoice and time for payment shall be of the essence.
3.3 Unless specifically stated otherwise all payments shall be made by bank transfer into the account set out in the Quote.
3.4 No invoice shall be deemed to have been paid until Ipinx has received cleared funds.
3.5 If any sum from the Customer to Ipinx under the Agreement is not paid on or before the due date for payment then Ipinx shall be entitled to charge the Customer interest calculated on a daily basis on all overdue amounts until actual payment at the rate of ten per cent (10%) per annum above the base lending rate of the HSBC plc prevailing from time to time until payments are made in full.
4.1 Ipinx shall make every endeavour to carry out the Services within the period stipulated or if no period is stipulated within a reasonable time.
4.2 Due to changes in the design or modifications requested by the Customer or through the Customer's failure to provide the necessary information, Ipinx may not be able to supply the Services originally specified in the Quote. In such an event Ipinx, with the agreement of the Customer, shall supply a satisfactory and reasonable alternative.
4.3 Where artwork or written descriptions are submitted with the Quote they shall be for demonstration purposes only. They should not be relied upon by the Customer and they are not prepared to specifically illustrate precise structure or appearance.
4.4 The Customer warrants that any information they give to Ipinx for the completion of the Services will be accurate and complete.
4.5 The Customer further warrants that they have legal, beneficial and equitable title to or have the permission of the title holder for any photographs or graphics or designs or written copy submitted to Ipinx for use in carrying out the Service.
5.1 Full legal, beneficial and equitable title to and property in the Goods shall remain vested in Ipinx (even though they have been delivered) until:
5.1.1 payment in full for the Service has been received by Ipinx; and
5.1.2 all other money payable by the Customer to Ipinx on any other account or under any other agreement has been received by Ipinx.
5.2 Until full legal, beneficial and equitable title to and property in the Goods passes to the Customer;
5.2.1 Ipinx may at any time, on demand and without prior notice, require the Customer to return the Goods and any copies of the Goods made by the Customer and Ipinx may resell the Goods in whole or in part.
5.2.2 Ipinx may take whatever steps are reasonable to prevent further use of the Goods by the Customer including but not limited to removal of the Goods from the internet
6. Guarantees and Exclusions
6.1 Subject to Clause 6.2, Ipinx warrants that (and subject to the other provisions of these conditions) the Services shall:
6.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
6.1.2 be reasonably fit for purpose.
6.2 Ipinx shall not be held in breach of this Agreement, and shall not be liable to the Customer for any loss or damage suffered or incurred by the Customer or any other third person as a result of:
6.2.1 any failure to provide the Services in accordance with this Agreement as a result of any circumstances beyond Ipinx' reasonable control; or
6.2.2 any failure to provide the Services in accordance with this Agreement as a result of any act or omission of the Customer, which for the avoidance of doubt, includes the provision of any inaccurate or incomplete information; or
6.2.3 any failure to provide the Services in accordance with this Agreement as a result of Ipinx' compliance with any instruction or direction given by the Customer if Ipinx has informed the Customer before it complies therewith that, in its opinion, that instruction or direction will inhibit performance of the Services; or
6.2.4 the absence of any consent required to be obtained by the Customer; or
6.2.5 the incompetence of any consultant, professional adviser, contractor or person other than Ipinx employed by the Customer to provide the Services at the Customers specific request; or
6.2.6 any failure arising because the Customer failed to follow the oral or written instructions of Ipinx.
6.3 If the Customer establishes to Ipinx' reasonable satisfaction that due to Ipinx' own act or omission Ipinx has failed to perform the Services in accordance with this Agreement, then Ipinx shall at its option remedy such breach:
6.3.1 by re-executing the relevant part of the Services free of charge up to the amount of the contract price received by Ipinx for the provision of such Services; or
6.3.2 by repaying or crediting the Customer that part of the contract price paid by the Customer to Ipinx relating to the provision of the relevant part of the Services.
6.4 The Customer must notify Ipinx in writing of any claims under Clause 6.3 within 3 months of the date when the relevant Services were performed.
7.1 Either party may immediately terminate this Agreement without payment of compensation or other damages caused to the other party solely by such termination by giving notice in writing to the other if any one or more of the following events happens:
7.1.1 the other party commits a material breach of any of its obligations under this Agreement which is incapable of remedy;
7.1.2 the other party fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement (save as to payment) after having been required in writing to remedy to desist from such breach within a period of 30 days; or
7.1.3 any sum payable under this Agreement is not paid within 7 days of its due date for payment in accordance with this Agreement.
8. Consequences of Termination
8.1 On the expiry or termination of this Agreement (for whatever reason) Ipinx shall immediately upon the expiry or termination of this Agreement submit its final invoice to the Customer setting out the total amounts due to Ipinx pursuant to this agreement.
8.2 On the expiry or termination of this Agreement due to any material breach of its provisions by the Customer Ipinx may take such steps laid out in Clause 5.2 as are necessary to recover Goods supplied to the Customer.
9.1 Ipinx reserves the right to defer the completion date of the Services or to cancel the Agreement if it is prevented from or delayed in the carrying on of its business and its obligation under the Agreement due to circumstances beyond the reasonable control of Ipinx including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce). If the event of force majeure continues for a continuous period in excess of 3 months, the Customer shall be entitled to give notice in writing to Ipinx to terminate the agreement.
9.2 The Agreement sets out the entire agreement and understanding between the Customer and Ipinx in connection with the provision of the Services and shall supersede and replace all documentation previously issued or published by Ipinx purporting to set out its terms and conditions.
9.3 If at any time one or more of the terms of the Agreement becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Agreement and the validity/or enforceability of the remaining provision of the Agreement shall not in any way be affected or impaired as a result of that omission.
9.4 All disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.