Media Production Terms and Conditions...

1. September vision ltd expects 75% - 100%  of final payment on agreement of service.
2. Final payment is due no later than 14 days after the date of the final invoice.
3. Product will be delivered once final payment has been received and cleared.
4. Payment by bank transfer or cheque.
5. All cheques must be made payable to September vision ltd
6. Client is responsible for all expenses incurred by September vision ltd during all stages of a production. Including but not exclusively: transport, food, accommodation, equipment hire, communication costs and media.
7. On delivery of final product copyright will be transferred to the client, yet September vision ltd will retain the right to use all approved footage for their own promotional purposes. This may exclude any third party material (e.g. Music). 
8. The customer’s requirements must be clearly provided to September vision ltd in writing before commencement of work. Any subsequent changes must also be provided in writing and then approved by September vision ltd and may incur further cost.     
9. A video programme will only be publicly released by September vision ltd once the customer approves all content as complete and satisfactory and confirms this in writing.  
10. A customer may terminate the contract at any time by written notice of termination.
11. When a customer terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by September vision ltd unless any other written agreement is reached in advance.
12. If work is unable to be fulfilled by September vision due to technical difficulties or any unknown problems, September vision reserves the right to refuse part or full refund of payment
13. Where a discretionary discount has be provided September vision reserves the right to revert to full price at any time.
14. September vision ltd reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal.
15. September vision ltd cannot be held liable to any party for any errors on any medium after the customer has agreed in writing that the content is correct and accurate and should be posted, published or broadcast.
16. E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of programmes as long as it is acknowledged with a response.
17. September vision ltd will not commence work on any project until a signed purchase order or equivalent signed document has been provided by the client where deemed necessary.
18.  Any confidential or proprietary information which is acquired by September vision ltd from a client company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, September vision ltd will sign and adhere to the conditions of any Confidentiality Agreement used by the client.
19. Any contract requiring September vision ltd to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with September vision ltd  If September vision ltd deem them not to of been so then September vision ltd cannot be held responsible for failing to meet a deadline.
20. September vision ltd office hours are 9.00 a.m. to 5.30 p.m. Monday to Friday unless notified otherwise.
21. Any claims must be made in writing to September vision ltd within 7 days of receipt of goods. If no claim is made within this period the client is deemed to have accepted the goods at the agreed price.
22. September vision ltd shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike, move of office or building closure or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may, by written notice to September vision ltd elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

Conditions of door to door letterbox Service

1 General

1.1 Unless otherwise agreed in writing, these conditions ("Conditions") apply exclusively to each transaction ("Contract") for the supply of services relating to leaflet delivery work ("Services") by September vision ltd("the Company") to a client ("the Client") (together "the Parties").

1.2 The Client warrants to the Company that it is entering into the Contract as principal and not as agent on behalf of any person, firm or company.

2 Price

2.1 The price of the Services ("the Price") is the Company’s quoted price and is exclusive of VAT. Quotations will be valid for 30 days from issue. The Company is only bound by orders which it has accepted in writing. An accepted order can only be cancelled or varied with the Company’s consent.

2.2 Unless the Company agrees otherwise, the Client will pay the Price plus VAT in advance.

2.3 If credit is granted and the Client fails to make any payment when it is due then, without affecting any of the Company’s other rights or remedies, the Company is entitled to: cancel the Contract or suspend the performance of the Contract; charge the Client interest at 8% a year above National Westminster Bank PLC’s base rate at the time on all unpaid amounts; withdraw all credit facilities extended to the Client and require immediate payment of all outstanding invoices whether or not these are due for payment; and/or cancel and withdraw any trade or other discount allowed on the Price.

3 Promotional Materials
The Client must supply sufficient information to enable the Company to proceed with the execution of the Contract. The Client must supply promotional leaflets or materials ("Promotional Material") to the address stated by the Company and insure against the accidental loss or damage by the Company of the Promotional Material. The Company has no liability for any loss or damage to Promotional Material, howsoever caused. The Client warrants that Promotional Material will not infringe the copyright or other intellectual property rights of a third party and will not be abusive or indecent or defamatory. The Client will indemnify the Company for and against any loss, damage, costs, expenses or other claims arising from breach of this warranty.
3.1 The Company may destroy any surplus Items without reference to the Client and without further liability. Any Items forming part of a Distribution which is cancelled after they have been processed and dispatched from the Handover Point may not be returned to the Customer intact or at all.

4 Additional costs
The Client must, on request, pay any additional cost to the Company in supplying the Services caused by: any breach, default, delay or variation by the Client of its obligations under the Contract or these Conditions; any factor beyond the Company’s reasonable control; any change in the dates of the supply of the Services which the Client requires; or any delay caused by the Client’s instructions or the Client’s failure to give the Company adequate information or instructions when the order has been accepted the quotation or at any other time.

5 Insolvency of client
The Company may upon written notice to the Client end the Contract: if the Client is an individual and he dies; has a receiving order made against him, or commits an act of bankruptcy or makes any arrangement with his creditors; if the Client is a company it calls a meeting of its creditors; goes into any liquidation; has a receiver appointed over any of its assets or has an administration order made against it; makes any arrangement with its creditors; or the Company has reasonable grounds for suspecting that the Client is about to undergo any of the above events. In addition, any Price or part of the Price in respect of Services already performed which was not paid in advance will immediately become due and payable.

6 Warranty
6.1 The Company warrants that it will use its reasonable endeavours to procure the doorstep delivery of the Client’s Promotional Material to addresses in the geographical locations agreed between the Parties ("Location") by means of selecting personnel to perform such duties ("Personnel").
6.2 The Company is unable to guarantee that all Promotional Material will be delivered or that all addresses within the Location will receive Promotional Material. We confirm that the maximum achievable penetration level will be eighty percent. The Client expressly accepts this limitation of the Services offered on the basis of the extremely competitive nature of the Price and the limited warranty given in this Condition 6.
6.2.1 The Company will endeavour to carry out delivery of Stock between the Start Date and Finish Date but the Company reserves the right to vary both the method and time of delivery at is discretion. Without limitation to the foregoing the Company shall not be liable for any delays in distribution and/or nondistribution caused by circumstances beyond the Company’s control.
6.3 The Company warrants that it will use reasonable skill and care to select Personnel to deliver Promotional Material. All other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

6.4 Where any valid warranty claim is made in respect of any Services, the Company can choose either to re-perform the Services to the extent necessary to make good any defect free of charge or to grant credit to or refund to the Client the Price (or a proportionate part of the Price) at the Company’s absolute discretion, but the Company will have no further liability to the Client under the warranty. If the Company chooses to re-perform the Services the Client will provide additional Promotional Material free of charge for this purpose.

7 Limitation of liability
7.1 Except as provided in Condition 7.4, the Company is not liable to the Client because of any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for:
7.1.1 any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings, expenses, costs or similar loss; and/or
7.1.2 any indirect, special or consequential loss or damage (whether for loss of profit or otherwise);
(whether caused by the negligence, breach of contract, tort, breach of statutory duty of the Company, its employees or agents or otherwise) arising out of or in connection with the Contract).
7.2 Except as provided in 7.4, any other liability of the Company to the Client in contract, tort, breach of statutory duty or otherwise arising out of or in connection with the Contract or any series of Contracts, is limited to the Price received by the Company in respect of the Contract or series of Contracts in question.
7.3 The Company will have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Promotional Material or instructions supplied by or on behalf of the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client not attributable to the Company.
7.4 Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by the negligence of the Company.
7.5 The Company has no liability under the warranties given in Condition 6 unless the Price for the Services has been received by the Company in full.

8 Cancellation
The Client can choose to cancel the Contract at any time, subject to these cancellation charges:-
- With between two and one months left prior to the first day of distribution: 50% of the delivery charge subject to
a minimum fee of £150.00 + VAT.
- With less than one month and more than fourteen days left prior to the first day of distribution: 75% of the delivery
charge subject to a minimum fee of £150.00 + VAT.
- Within fourteen days prior to the first day of distribution: 100% of the delivery charge subject to a minimum
charge of £150.00 + VAT.

9 Exclusivity
The Client grants the Company exclusivity to perform the Services using Personnel and it is a condition of entering into any Contract that the Client will not attempt to contract, or will actually contract, with Personnel direct.

10 Complaints Procedure
Any complaint in respect of the distribution must be made in writing providing the name and full address (including 6 digit post code) of any alleged nondelivery and must be received by the Company within seven days of the Finish Date of the distribution giving full details of the complaint alleged. If the complaint relates to a distribution that is ‘staggered’ over a number of weeks or months, the above data must be provided with seven days of the Finish Date of the distribution phase in dispute. If the complaint is not received within that period the Company will not be able to undertake the appropriate action to investigate and remedy the complaint and the Company will not be liable to the Client for the complaint or any claim loss cost liability expense or demand arising there from.

11 Force Majeure
The Company is not liable to the Client for any failure or delay in performance of its obligations under the Contract which is beyond its reasonable control including any difficulty obtaining suitable Personnel or difficulty procuring performance by Personnel of obligations they have undertaken. The Company will inform the Client as soon as reasonably possible of any such occurrence.

12 Third Parties
Each Contract will only confer rights and benefits on the Client and no third party can acquire rights or benefits under the Contract or these Conditions.

13 Assignment
The Contract may not be assigned by the Client, but the Company may assign or sub-contract all or any or its rights or obligations.

14 Waiver
Any waiver by the Company of any breach of these Conditions or a Contract by the Client will not be treated as waiving any subsequent breach of the same or any other provision.

15 Entire Agreement
These Conditions and the documents referred to in them, set out the entire agreement between the Parties and supersedes any previous agreements between the Parties relating to the subject matter of these Conditions. The Client acknowledges that in entering into a Contract subject to these Conditions, it has not relied on any representation, warranty, agreement or statement not set out in these Conditions and that (in the absence of fraud) it will not have any right or remedy arising out of any such representation, warranty, agreement or statement and that its only remedy for breach of these Conditions is for breach of contract under the terms of these Conditions.

16 Law and Jurisdiction
English law governs these Conditions and each Contract and the Parties agree to the exclusive jurisdiction of the English Courts

Terms & Conditions For Design and Print Jobs

The Price
Estimates are based on current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any reasonable rise or fall in such costs.

VAT
Value added Tax at 17.5% may need to be added to the print price, although some of our items will remain Zero Rated for example promotional flyers and leaflets. Please note all details in this document are correct at time of printing and can be amended at any time without notice.

Artwork
A charge may be made to cover any additional work involved where artwork/copy supplied is not clear and legible or electronic files supplied are damaged or otherwise unsuitable. All design only jobs will incur an additional 200% charge on top of the original design prices. If the artwork is needed on disk after completion then an additional 150% will be added to the cost. All artwork can be charged at a fixed price depending on the specifications of the job (please ask in our admin office for prices).An hourly rate is also provided at £35 per hour and £15 per every half on hour after , if the artwork is not confirmed within the hour and amendments are needed after then there is an additional charge of £15 for amendments (this price may vary depending on the scale of amendments needed)

Artwork sign off
September vision Ltd will not take responsibility on text, design and colour amendments after client signs off artwork. Once artwork has been signed off the job will go straight to plate awaiting the printing process, if any amendments need to be made once artwork has been signed September vision Itd reserves the right to charge an additional fee for amendments to be made. At the rate of £40.00 to cover costs incurred to September vision Ltd (please note price for amendments is based on current costs of printing material and are subject to change at any time without notice to meet rise or fall in such costs). September vision Ltd is not responsible for errors and omissions approved by the Client. The client is solely responsible for errors missed during the proofing process of either artwork supplied by the client or artwork created by September vision Ltd. The above terms and conditions also comply with electronic proofs.

Preliminary Work
All work carried out, whether experimentally or otherwise, at customer's request shall be charged.

Copyright
Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations belong to September vision Itd The customer shall be responsible for obtaining all necessary authority to reproduce pictures, artwork photographs,etc.

Proofs
Proofs of all work may be submitted for customer's approval and September vision Ltd shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer's alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the printer's
judgement, changes there from made by the customer shall be charged extra.

Colour Proofs
Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation between colour proofs and the completed job will be deemed acceptable unless otherwise agreed.

Delivery
If required, in whole or in part (e.g. as samples), delivery is chargeable extra to the price. September vision Ltd shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the customer arising from delay in transit, whether as a result of September vision negligence or otherwise.

Payment
Our terms of payment are as follows:
75% deposit upon placing an order and remaining 25% on collection or delivery. The following methods of payment are acceptable: Cash, all major credit and debit cards, Cheques made payable to September vision ltd, to make chaps or BACS payment please request bank details.

Please note cheques will NOT be accepted upon delivery or collection if you wish to pay using this method please ensure you allow 5 working days for us to receive cleared funds, all printing material will remain the property of September vision Ltd until we receive payment in full. We reserve the right to hold dispatch of such materials until we receive confirmation of cleared funds. Please note that any artwork design or printing will not commence until we receive cleared payment.

Full Colour Print
Every effort will be made to obtain the best possible colour reproduction, because of the nature of the printing process involved September vision shall not be required to guarantee an exact match in colour or texture between customers photographs or transparency and printed article.

Claims
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to September vision Ltd and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to September vision ltd 88 Kingsway Holborn WC2B 6AA and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to the September vision Ltd within 28 days of delivery. September vision Ltd shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (a) it was not possible to comply with the requirements and (b) advice (where required) was given and the claim made as soon as reasonably possible.

Liability
September vision  Ltd shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the customer arising from delay in transit, whether as a result of September vision Ltd negligence or other wise.

Property
Standing material owned by September vision Ltd and used by him in the production (e.g. plates, film etc., or as electronic files created to complete the job) shall remain his exclusive property. Such items when supplied by the customer shall remain the customer's property. Unless otherwise advised by the customer, September vision Ltd will (as a service to the customer) retain all such materials (electronic or otherwise) associated with the job for a reasonable length of time for which there is usually no charge.

Materials supplied by the customer
September vision Ltd may reject any paper or other materials supplied or specified by the customer which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged. Where materials are so supplied or specified, September vision  Ltd will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified. Quantities of materials supplied shall be adequate to cover normal spoilage.

Insolvency
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, September vision Ltd without prejudice to other remedies shall (a) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchases for the customer, such charge to be an immediate debt due to him, and (b) in respect of all unpaid debts due from the customer shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

Illegal Matter
September vision Ltd shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. September vision Ltd shall be indemnified by the customer in respect of any claims, cost and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.

Law
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.

Terms & Conditions web and design services

• "Buyer" means the company, firm, body or person purchasing the Services from September vision ltd.
• "Contract" means a contract, subject to these conditions, for the provision of the Services between September vision ltd and the Buyer.
• "September vision ltd" means September vision Limited (company number  06039457) whose registered office is at 88 Kingsway Holborn, London WC2B 6AA and any subsidiary or agent of September vision ltd through which the Services are sold.
• "Order" means a purchase order in respect of the Services completed or agreed by the Buyer and submitted to September vision ltd, together with all documents referred to in it.
• "Quotation" is an agreed piece of work (incorporating these conditions) provided by September vision ltd to the Buyer in respect of the Services. No contract will come into existence until September vision ltd's written acceptance or order form has been completed and signed on behalf of the Buyer and the order acknowledgement has been signed on behalf of September vision ltd.
• "Services" means the subject matter of each Contract between the Buyer and September vision ltd, being the work and/or services or any of them to be performed by September vision ltd for the Buyer pursuant to the Order.
• "Standard Form" means September vision ltd's standard form of Order.

General

1. A Quotation shall not be binding on September vision ltd and a Contract will only come into being upon acceptance by September vision ltd of the Order by signing or counter signing the date of the order and returning it to a customer.
2. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by September vision ltd.
3. Quotations submitted by September vision ltd shall remain open for acceptance by the Buyer for a period of 14 (fourteen) days from the date of the Quotation (unless in the Quotation some other period is specified) or when September vision ltd withdraws the Quotation.
4. These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.
5. The minimum length of any ongoing website services purchased will be 12 months.

Prices

1. Where the Services are sold by reference to September vision ltd's published price list or tariff structure, the price payable for the Services shall be the ruling price as published in the price list or tariff structure current at the date of purchase.
2. In other cases, the price for the Services shall, subject to clause 1.3 above, be that stated on the relevant Quotation.
3. September vision ltd shall (if applicable) add to the price of the Services, and the Buyer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supply of such Services.
4. Any price changes will take effect from the 1st day of the month and the customer will be notified in writing 7 (seven) days before any price change takes effect.

Terms of Payment

1. Subject to clause 3.2 the Buyer shall, at the time of submission of an Order to September vision ltd, pay to September vision ltd a non-refundable deposit for the Services specified on the Order of 75% of the value shown on the Order ("Deposit").
2. The Buyer shall not be required to pay a Deposit in respect of Optimisation or Web Hosting services.
3. September vision ltd shall invoice the Buyer for all Services (less any Deposit) immediately on completion of the web Site.
4. Unless otherwise agreed in writing by September vision ltd and without prejudice to clauses 3.1 and 4, invoices shall be payable by the Buyer immediately upon completion of the relevant Web Site to which the invoice relates.
5. The Buyer shall make all payments due to September vision ltd by cheque (supported by an appropriate cheque guarantee card) or by bankers draft or in cash or by telegraphic or electronic transfer direct to the company bank account or by arranged Direct Debit (and in each case in pounds sterling).
6. If the Buyer fails to pay any amount due to September vision ltd under this Agreement on the relevant due date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by September vision ltd in seeking to recover such late payment from the Buyer (including, without limitation, legal fees).

Website Design

1. The client unconditionally guarantees that any element of text, graphics or other artwork furnished to September vision ltd for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend September vision ltd and it's subcontractors from any claim or suit arising from the use of such elements furnished by the client.
2. All creation files remain the intellectual property of September vision ltd on completion of a web design project.
3. September vision ltd shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute any item from the clients web pages unless specifically agreed to do otherwise. Further, September vision ltd shall be free to use any ideas, concepts, know how or techniques acquired in the construction of web sites for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.

Website Optimisation (SEO)

1. Whilst September vision ltd will try to improve the position of your website in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
2. September vision ltd cannot be held responsible for any changes to the position of you Web Site in the Search Engine results in response to a search.

Website Services

1. September vision ltd are registered Reseller Partners for domain name registration, website hosting and mailboxes through either Fasthosts or 1 and 1. The registration of a domain name, hosting of a website or registering of mailboxes on behalf of the client is subject to the terms and conditions of these businesses on their individual websites.
2. September vision ltd will accept no liability for any financial loss resulting from a domain not being renewed.
3. September vision ltd shall have no liability arising from any financial loss arising from any registered mailbox not being available.
4. A change of one hundred pounds (£100) + VAT will be charged for any domain transfer. A domain will only be transferred if this has be paid as well as any other outstanding balance owed to September vision ltd Communications.

Ecommerce Website Services

1. September vision ltd supply E Commerce Services via EKM Power Shop and the client is subject to the terms and conditions of this business on their individual websites.
2. September vision ltd will accept no liability for any financial loss resulting from the use of any E Commerce website.

Deposit

1. September vision ltd Communications process transactions via the phone using PayPal Virtual terminal and do not store credit card details of any credit cards processed.
2. September vision ltd Communications charge a 75% deposit before any work is started. This is a non refundable charge.

Warranty and Limit of Responsibility

1. September vision ltd acknowledges and agrees that it shall perform the Services:
   1. with reasonable skill and care; and
   2. in accordance with good industry practice.
2. The Buyer acknowledges and agrees that September vision ltd shall have no liability to the Buyer in respect of the positioning of the Buyer's Web Site.
3. The Buyer's remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of September vision ltd) shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
4. September vision ltd shall not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
5. September vision ltd shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.

Delivery & Completion Dates

1. September vision ltd undertakes to use its reasonable endeavours to provide completed Services to the Buyer within 30 days of the date on which September vision ltd receives a signed Order from the Buyer.
2. The dates for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
3. September vision ltd will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is as a result of the negligence of September vision ltd.
4. No delay (unless material) shall entitle the Buyer to reject any delivery or performance or any other Order from the Buyer or to repudiate the Contract or the Order.

Responsibility for approving the website

1. The Buyer acknowledges and agrees that September vision ltd shall produce the Web Site based on information provided to it by the Buyer.
2. Notwithstanding clause 8.1, it shall be the responsibility of the Buyer (and not September vision ltd) to review and approve the content of the Web Site (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site by September vision ltd to the Buyer for approval by the Buyer.
3. September vision ltd shall have no liability to the Buyer for any inaccuracies in the Web Site if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by September vision ltd pursuant to this Agreement.

Termination

1. September vision ltd may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
2. September vision ltd may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with September vision ltd or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or September vision ltd bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
3. September vision ltd may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.
4. Any contract cancelled during the first twelve (12) months will incur a penalty charge of £200.

Third Party Claims

The Buyer shall indemnify September vision ltd and keep September vision ltd indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by September vision ltd with the Buyer's instructions, whether express or implied.

Assignment & Sub-Contracting

1. None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of September vision ltd.
2. The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
3. September vision ltd shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.

Notices

1. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
2. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.

Invalidity

The invalidity, illegality or un-enforceability of any provision of these conditions should not affect the other conditions.

Third Party Rights

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Law & Jurisdiction

The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.