Conditions of Use

Our Terms and Conditions depend on the service you undertake through us. They are all listed below.

Our Print Terms

1. Venture Design and Print is our business trading name.

2. Goods mean the articles or things described in the contract between Venture Design and Print and the purchaser.

3. These conditions shall be deemed to be incorporated in all contracts of Venture Design and Print to sell goods and in the case of any inconsistency with any order or form of contract sent by the purchaser to Venture Design and Print whatever may be their respective dates the provision of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of Venture Design and Print. Notwithstanding that Venture Design and Print may have given a detailed quotation no order shall be binding on Venture Design and Print unless and until it has been accepted in writing by Venture Design and Print.

4. Any times or dates given for completion or delivery of goods shall be binding on Venture Design and Print, insofar as Venture Design and Print undertake to carry out additional work for the purchaser to the value of the print element of any goods not supplied on time. Such liability shall not extend to delays beyond the control of Venture Design and Print including, without prejudice to the generality of the foregoing defects in files or omissions of information delays in approval of proofs and non-performance of carriers.

5. By their nature goods do not have a redeemable value and no refunds or credits for goods correctly supplied will be entertained.

  • All goods shall be paid for at the time of order.
  • No goods shall be despatched or collection allowed until paid for in full.
  • All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.
  • Any shortcomings or defects in goods supplied must be notified to Venture Design and Print within 3 days of delivery. Such goods must be returned to Venture Design and Print for inspection.
  • Nothing herein shall impose any liability upon Venture Design and Print in respect of any defect in the goods arising out of the acts, omissions, negligence or default of the Purchaser, its servants or agents including without prejudice to the generality of the foregoing handling and storage of the goods.
  • Nothing herein shall have the effect of excluding or restricting the liability of Venture Design and Print:
  • For death or personal injury resulting from its negligence insofar as the same is prohibited by U.K. statute, or;
  • Under sections 12,13,14 and 15 of the Sale of Goods Act 1979 to a purchaser who is dealing with a customer (as defined by section 12 of the Unfair Contract Terms Act 1977).

6. Venture Design and Print shall not be liable for any costs, claims or damage arising out of any act of tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such, claim, damages or expenses on a time basis.

7. The liability of Venture Design and Print to the purchaser for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances exceed the price of the goods.

8. If the purchaser shall be in breach of any of their obligations under the contract Venture Design and Print may (without prejudice to Venture Design and Print rights subsequently to determine the contract for the same cause should it so decide) suspend further deliveries of goods without notice until any defaults by the purchaser are remedied.

9. No statement, description, information, warranty or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of Venture Design and Print shall be construed to enlarge, vary or override in any way these conditions.

10. Any concessions made or latitude allowed by Venture Design and Print to the purchaser shall not affect.

11. The strict rights of Venture Design and Print under the contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the other conditions shall continue in full force and effect.

12. In accordance with Venture Design and Print stated "Green Policy" jobs will always be printed with minimal overs. On occasions, this may lead to a shortfall. Any such shortfall up to 10% will be remedied by a pro-rata credit against future orders rather than making up the deficit.

13. Upon sight of artwork and at its sole discretion Venture Design and Print reserve the right to decline to print any item it deems to be inappropriate. Any payments made for work rejected by reason of this clause will be refunded in full.

14. The contract shall in all respects be governed by English law and shall be deemed to have been made in England and the purchaser and Venture Design and Print agree to submit to the nonexclusive jurisdiction of the English courts.

15. 20% off first order up to the value of £100 - offer valid for 7 days from account creation. 20% deduction cannot be combined with any other offer and is not redeemable against VAT, delivery upgrades, samples or artwork checking services.

16. Orders with multiple items will be produced and dispatched together. When this occurs, we will dispatch based on the longest configuration schedule as production times may vary per item. If you wish to avoid this please place separate orders for each item.

17. All orders are despatched on an overnight service using the service selected. Collections are only permitted with prior notice and in agreement with WTTB. Collections will not be ready before 8pm at night.



Our Web Design and Graphic Design Terms

Please note: while these terms may fit most graphic design situations between Venture Design and Print and the client, they should be read as a guide only and we reserve the right to change these terms in accordance of the contract arrangements required.

Agreement between

This agreement and terms will be agreed between Venture Design and Print and the client upon undertaking our Web Design and related services contracts.

Whereas:
1. At all material times the Designer (Venture Design and Print) is engaged in the business of providing Web Design services to business clients.

2. At all material times the Client is engaged with Venture Design and Print for our Web Design Services.

3. The Designer (Venture Design and Print) hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.

It is agreed as follows

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in United Kingdom;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Fee”

means the consideration payable to the Designer (Venture Design and Print) for the Work as defined in Clause 5;

“Intellectual Property Rights”

means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;

“Work”

means the work to be undertaken by the Designer (Venture Design and Print) as defined in Schedule 1.

“Consultant”

means any person(s) whose name(s) is/are set out in Schedule 1, or, if no name is set out there, any person(s) with suitable skill and experience nominated by the Designer (Venture Design and Print) from time to time

2. Unless the context otherwise requires, each reference in this Agreement to:

2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

2.4 a Schedule is a schedule to this Agreement;

2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

2.6 a “Party” or the “Parties” refer to the parties to this Agreement.

3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

4. Words imparting the singular number shall include the plural and vice versa.

5. References to any gender shall include the other gender.

2. Engagement of the Designer (Venture Design and Print)

1. The Client hereby engages the Designer (Venture Design and Print) to provide the Work and such other services as the Client and the Designer (Venture Design and Print) may agree upon from time to time during the term of this Agreement.

2. The Designer (Venture Design and Print) shall complete the Work by the set completion date unless otherwise agreed.

3. Prior to the Completion Date, the Designer (Venture Design and Print) shall use reasonable endeavours to comply with the following milestone dates:

3.1 Initial design ideas including, but not limited to, drafts and sketches shall be presented to the Client for selection and/or approval by the date agreed by the Designer (Venture Design and Print) and the client;

3.2 Design proofs shall be presented to the Client for selection and/or approval the date agreed by the Designer (Venture Design and Print) and the client;

4. The Designer (Venture Design and Print) acknowledges that the Client has a legitimate commercial interest in the Work being completed by the Completion Date and that the Client should have an appropriate remedy if it is not so completed. The Designer (Venture Design and Print) shall be responsible for the quality of the Work and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that any Consultant authorised by it to perform all or any part of the Work shall do so competently and with reasonable care.

5. The Designer (Venture Design and Print) shall be responsible for the rectification of any unsatisfactory work at its own expense.

3. Nature of Engagement

1. The Designer (Venture Design and Print) shall at all times be an independent contractor and the Designer’s (Venture Design and Print) activities and those of the self-employed or employed Consultant(s) engaged by it on the Work are at all times under the Designer’s (Venture Design and Print) exclusive supervision, direction and control. The Client shall not supervise, direct or control the Designer (Venture Design and Print) or any Consultants nor shall the Client have any right to do so.

2. Subject to the provisions of sub-Clause 2.3, the Designer (Venture Design and Print) shall at all times be exclusively responsible for organising where, when, how and in what order the Work is done but shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the Work to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.

3. The engagement under this Agreement is mutually non-exclusive that is to say that at any time the Designer (Venture Design and Print) and its Consultants can provide to other clients services which are the same as or similar to the Work and the Client can engage other contractors to provide it with services which are the same as or similar to the Work
4. The Designer (Venture Design and Print) may in its discretion for any reason on one or more occasions substitute any replacement Consultant for a Consultant or engage any additional Consultant provided that they have the requisite skills and experience to perform the Work. The Designer (Venture Design and Print) shall use all reasonable endeavours to avoid or minimise such changes or additions and to consult with the Client beforehand about any such proposed change in engagement of Consultant(s). However, the Designer (Venture Design and Print) shall in any event provide such a substitute or addition where the provision of the Work is unduly delayed by absence due to incapacity or for any other reason upon notification by the Client (or the Client’s representative) that a delay is unacceptable.

5. Whenever possible and practicable, the Designer (Venture Design and Print) shall use its own equipment, materials and resources to carry out the Work.

6. The engagement and appointment of the Designer (Venture Design and Print) under this Agreement does not create any mutual obligations on the part of the Client or the Designer (Venture Design and Print) to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

4. Status of the Designer (Venture Design and Print)

1. The Designer (Venture Design and Print) shall at all times be an independent contractor and it shall be responsible for all income tax and national insurance contributions or similar taxes or contributions in respect of the consideration payable under this Agreement.

2. The Designer (Venture Design and Print) hereby agrees to indemnify the Client in respect of any claims that may be made by the relevant authorities against the Client in respect of income tax or national insurance contributions or similar taxes or contributions, including interest and penalties, relating to the Work undertaken by the Designer (Venture Design and Print) under this Agreement.

3. The Designer (Venture Design and Print) shall be responsible for all of its expenses and value added tax.

4. Nothing in this Agreement shall be deemed to create any partnership, joint venture or agency between the Parties, or any employment relationship between the Client and any Consultant(s)

5. Fee

1. In consideration of the Work the Client shall pay to the Designer (Venture Design and Print) the Fee of 40% deposit of the quoted fee upon signing any Web Design contract with the Designer (Venture Design and Print). The client will then pay 60% on completion or stage payments at an agreed percentage rate until completed.



If the work goes beyond the quoted amount and time through no fault of the Designer (Venture Design and Print), then the client shall pay the Designer (Venture Design and Print) at the hourly rater of £47.50 per hour until completion or will pay an amount quote and agreed between the client and the Designer (Venture Design and Print) until the further work is completed.


2. Payment shall be made only following completion of the Work and shall be made within 7 Days of receipt by the Client of the Designer’s (Venture Design and Print) invoice for the same. Any sums which remain unpaid after the expiry of this period shall incur interest at the rate of 20% per annum above the base lending rate of the Bank of England from time to time. Interest shall accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. Any interest due shall be payable when paying an overdue sum.

3. All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon unless at such date value added tax becomes chargeable, in which case all clients will be notified.

4. No further payment shall be made to the Designer (Venture Design and Print) for the Work over and above the entitlement set out in sub-Clause 5.1 and, without limitation, no payment shall be made to the Designer (Venture Design and Print) in respect of any expenses incurred by the Designer (Venture Design and Print) in completing the Work.

6. The Work and Intellectual Property

1. Upon receipt in full by the Designer (Venture Design and Print) of the Fee due under Clause 5, the copyright and any and all other Intellectual Property Rights subsisting in the Work shall be deemed to be assigned to the Client and the Designer shall be deemed to have waived its moral rights in respect of the Work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.

2. Following the assignment of copyright and any and all other Intellectual Property Rights under sub-Clause 6.1, the Client shall be free to use the Work for any purposes including, but not limited to, the purpose for which the Work was originally commissioned.

7. Warranties and Indemnity

1. Any Consultant(s) named in Schedule 1 and any other Consultant(s) engaged by the Designer shall have the requisite skill and experience to carry out the Work
The Designer (Venture Design and Print) shall use all commercially reasonable endeavours to ensure that the Work is original to the Designer (Venture Design and Print) and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.

2. The Designer (Venture Design and Print) shall use all commercially reasonable endeavours to ensure that the Work is original to the Designer (Venture Design and Print) and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.

3. The Designer (Venture Design and Print) hereby warrants that copyright in the Work shall, throughout the full period of copyright protection be valid and subsisting pursuant to the laws of the United Kingdom.

4. The Designer (Venture Design and Print) shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the Work except pursuant to this Agreement.

5. Subject to the provisions of sub-Clause 7.7, in the event of any actions, proceedings, claims, demands or costs (including, without prejudice to the generality of this provision, the legal costs of the Client on a solicitor and own-client basis) against the Client on the grounds that the Designer’s (Venture Design and Print) provision of the Work or the Client’s use, possession and/or ownership of the Work in accordance with this Agreement constitutes the infringement of any Intellectual Property Rights belonging to a third party, the Designer shall indemnify the Client from and against the same.

6. Subject to the provisions of sub-Clause 7.7, in the event of any actions, proceedings, claims, demands or costs (including, without prejudice to the generality of this provision, the legal costs of the Designer (Venture Design and Print) on a solicitor and own-client basis) against the Designer (Venture Design and Print) on the grounds that the Designer’s use or possession of any materials provided to it by the Client for the purposes of providing the Work in accordance with this Agreement constitutes the infringement of any Intellectual Property Rights belonging to a third party, the Client shall indemnify the Designer from and against the same.

7. The indemnities set out in sub-Clauses 7.5 and 7.6 shall apply only if the indemnified Party:

7.1 notifies the indemnifying Party immediately in writing upon becoming aware of any such action, proceeding, claim, demand or costs;

7.2 makes no admissions or any settlements without the indemnifying Party’s prior written consent;

7.3 makes all relevant information available to the indemnifying Party upon request;

7.4 provides all reasonable assistance to the indemnifying Party upon request; and

7.5 allows the indemnifying Party complete control over any relevant litigation and/or settlement.

8. Liability

1. This Clause 8 sets out the entire financial liability of the Parties to each other for any breach of this Agreement; any use made by the Client of the Work; and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.

2. Subject to sub-Clause 8.3, neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.

3. Nothing in this Agreement shall limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.

4. Nothing in this Agreement shall exclude or limit the liability of either Party under or in respect of any of the indemnity provisions of Clause 7.

5. Without prejudice to Clause 7 or to sub-Clauses 8.2, or 8.3, the total liability of either Party arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to 100% of the Fee paid or payable by the Client under this Agreement, or the sum of £<>, whichever is the greater.

9. Confidentiality

9.1 Both Parties undertake that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and [for <>] after its termination:

9.1.1 keep confidential all Confidential Information;

9.1.2 not disclose any Confidential Information to any other party;

9.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;

9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

9.1.5 ensure that (as applicable) none of its directors, officers, employees, Consultants, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.

9.2 Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to:

9.2.1 any Consultant engaged on the Work

9.2.2 any of their sub-contractors, substitutes, or suppliers;

9.2.3 any governmental or other authority or regulatory body; or

9.2.4 any of their employees or officers or those of any party described in sub-Clauses 9.2.1, 9.2.2 or 9.2.3;

9.3 Disclosure under sub-Clause 9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 9.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

9.5 When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

9.6 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

10. Termination

10.1 Either Party may terminate this Agreement at any time without notice and without giving any reason for such termination.

10.2 Without prejudice to the generality of sub-Clause 10.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:

10.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within <> of written notice of such failure from the other Party; or

10.2.2 either Party goes into bankruptcy or liquidation – either voluntary or compulsory – save for the purposes of bona fide corporate reconstruction or amalgamation, or if a receiver is appointed over the whole or any part of that Party’s assets.

10.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.

11. Nature of the Agreement

11.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

11.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

11.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

13. Notices

13.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:

13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

13.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

14. Alternative Dispute Resolution

14.1 Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.

14.2 The Parties hereby agree that the decision of the Arbitrator shall [not] be final and binding on both Parties.

15. Law and Jurisdiction

15.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

15.2 Subject to the provisions of Clause 14, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.



Our Web Hosting Terms

Our hosting terms covering all aspects of our web hosting

These terms and conditions should be are for all of our web hosting contracts and web hosting related products.

Background

These Terms and Conditions govern the provision of website hosting services provided by Venture Online UK whose office is at 18 Hart Street, Cleethorpes, North East Lincolnshire, DN35 7RQ to clients wishing to use those website hosting services to host their website(s). Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur on Your indicating Your acceptance and completing your Order for the Service.

Definitions and Interpretation

1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Account”
means Your details that are required and held by Us to facilitate the provision of the Service to You including, but not limited to, identification and location details, username and password, and details of the Service provided to You;

“Business Day”
means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in United Kingdom;

“Client Website”
means the website that We shall host for You and refers to all parts of that website including, but not limited to, component files and related services such as e-mail;

“Confidential Information”
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Contract”
means the legally binding agreement formed between You and Us upon Your acceptance of these Terms and Conditions and Your completion of Your Order;

“Fee”
means the sum(s) payable by You to Us in order to receive the Service;

“Hosting Hardware”
means any and all computer and networking equipment used by Us in the provision of the Service including, but not limited to, servers and network infrastructure;

“Hosting Package”
means one of the hosting packages described on Our website at https://www.ventureonlineuk.co.uk/host and generally refers to the package selected by You during the sign-up process which shall refer to specific features including, but not limited to, tools, facilities, storage limits and duration of service;

“Hosting Software”
means any and all software used by Us in the provision of the Service including, but not limited, that which may be used by You;

“Intellectual Property Rights”
means copyright (and related rights), designs, patents, trade marks and any and all other intellectual property rights. This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights (where relevant);

“Order”
means Your order for the Service as completed by You via Our website at https://www.ventureonlineuk.co.uk specifying Your Account details, Your chosen Hosting Package, or Domain Name, or SSL Certificate, or any other hosting related service; and

“Service”
means, collectively, all components of Our website hosting service as provided to You in accordance with Your chosen Hosting Package, as fully described at https://www.ventureonlineuk.co.uk/host.

2. Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.1 “writing”, and any similar expression, includes a reference to any electronic communication whether sent by e-mail, text message, fax or similar means;

2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions;

2.5 a “Party” or the “Parties” refer either singularly or jointly to Us and You;

2.6 “We/Us/Our” is a reference to Venture Online UK, the Host;

2.7 “You/Your” is a reference to you, the Client.

3. Unless the context otherwise requires, each reference in these Terms and Conditions to:

4. Words imparting the singular number shall include the plural and vice versa.

5. References to any gender shall include the other gender.

6. References to persons shall include corporations.

The Service

1. Provision of the Service shall commence on the date specified in Your Order.

2. If the commencement of the Service is delayed by more than 7 Days from the date of Your Order, We shall contact You and shall give You the option of waiting for a further 7 Days or receiving a full refund of any and all Fees paid. In the event of further delay, the process set out in this sub-Clause 2.2 shall be repeated.

3. We are under no obligation to provide any services that do not form a part of Your chosen Hosting Package unless You upgrade Your Hosting Package, where available, or unless both Parties enter into a separate written agreement for the provision of additional services.

4. We may, at Our sole discretion, alter, improve or otherwise modify the Service provided that any such change will not alter the Service received by You to Your material disadvantage (which would include, but not be limited to, the removal of features from Hosting Packages). You will be notified no later than 7 Days Business Days in advance of any planned changes and shall receive full details of any action required on Your part. No alterations to the Service will affect the Fee payable by You.

5. Notwithstanding the provisions of sub-Clause 2.4 We may take any action necessary to diagnose and/or rectify faults in the Hosting Hardware or Hosting Software without any prior notice to You. If such diagnosis or rectification results in an interruption to the provision of the Service, You will be notified in accordance with the provisions of Clause 3.

Availability of Service

1. We will use reasonable endeavours to ensure that the Service is provided to You on a constant, uninterrupted basis throughout the duration of Your chosen Hosting Package.

2. Notwithstanding sub-clause 3.1, the Host shall not be liable for Hosting Hardware downtime or interruptions to the provision of the Service where such downtime or interruptions falls between 99.6% and 100% of the monthly uptime of the service.

3. Where the Service is unavailable the Host will where possible will provide reasons for the interruption on the “Network Status” page in your client area or, where this is not possible due to an undiagnosed problem, state that the problem is undiagnosed but is being investigated.

4. Where Service interruption due to Hosting Hardware failure cannot be remedied within 30 Days, We will transfer Your Client Website to alternative Hosting Hardware in order to restore the provision of the Service or, where this is not possible, notwithstanding sub-Clause 10.1.1, from the end of the initial 30 Day period of Service interruption, keep a record of the number of whole days of Service interruption. Upon restoration of the Service, any partial days shall be rounded off by 1 day and We will reimburse You for the interrupted period. Such reimbursement shall be calculated on a pro-rata basis and shall be paid to You within 30 Days. We acknowledge that this is an appropriate remedy in view of Your legitimate commercial interest in Service interruption due to failure of the Hosting Hardware being avoided or minimised.

5. Where the provision of the Service is interrupted through the fault of any third party, We shall bear no responsibility or liability.

Fees and Payment

1. Fees for Hosting Packages are detailed at https://www.ventureonlineuk.co.uk/host and the Fees for Your chosen Hosting Package are confirmed in Your Order.

2. You shall be required to pay all Fees due in advance of the Service for the duration of the Service specified in Your chosen Hosting Package.

3. For the first period of Service provision (as specified in Your chosen Hosting Package), payment of Fees shall take place on the date that You complete Your Order. For subsequent periods of Service provision, We will send You a renewal notice and invoice via e-mail not less than 30 Days Business Days prior to the expiry of the then current period. Payment must be made within 7 Business Days of receipt of the renewal notice and invoice in order for provision of the Service to continue without interruption.

4. We are free, at any time, to change the price of Our services (including, but not limited to, the Hosting Package chosen by You). You will not be subject to any additional charges during a period of Service Provision for which You have already paid resulting from a price increase, nor to any refunds resulting from a price decrease. Any changes in Fees due shall be reflected in subsequent renewals only. We reserve the right to continue charging old prices for renewals.

5. All Fees payable by You to Us must be paid in full, without set off or deduction. We reserve the right to suspend the Service or terminate the Contract if Fees are not paid on or before the due date.

6. You may change your Hosting Package at any time. If the You choose to do so, We shall refund the original Fee paid by You relative to the number of whole months out of the relevant period of Service provision that remain. Refunds shall be issued within 30 Days. You will be invoiced for a new complete period of Service provision as specified in Your newly chosen Hosting Package in accordance with the Fees for that Hosting Package.

7. All payments for Fees due under these Terms and Conditions must be made using a valid debit or credit card or bank transfer. Or via Our chosen payment partner, Paypal. Payments made via Paypal are subject to Paypal’s own terms and conditions of service and We make no representations or warranties with respect to their services.

8. All Fees shown are inclusive of VAT, unless otherwise indicated.

Money Back Guarantee

1. From the date of Your payment under Clause 4 We offer a 30 Day money back guarantee during which You may cancel Your Order and receive a full refund if You are in any way unhappy with the Service.

2. If You choose to take advantage of the money back guarantee, You should email Us at sales@ventureonlineuk.co.uk using the subject line: “Refund Request”, providing full details of Your Account and Order.

3. Please note that cancelling under this Clause 5 will result in the termination of the Service and thus the removal of Your Client Website from the Hosting Hardware. Any data You have not backed up Yourself will be lost.

Changes to these Terms and Conditions

1. We reserve the right to change these Terms and Conditions and any and all other terms and conditions and/or policies which may affect You in order to comply with changes in the law.

2. You will be informed of any changes made under this Clause 6 and shall be deemed to be bound by them 24 Hrs after receipt of the notice.

3. If You do not agree to be bound by any changes made under this Clause 6, You may cancel the Contract in accordance with sub-Clause 16.5.

Your Obligations and Undertakings

1. You may not use the Service (including, but not limited to, the Hosting Hardware and/or the Hosting Software) for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:

1.1 Distribution of computer viruses, malware, spyware or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent;

1.2 Distribution of pirated material including, but not limited to, software, videos, music and written works; and

1.3 Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.

2. You may not use Your Client Website to link to any other websites or systems hosting any material described above in sub-Clause 7.1.

3. You undertake to monitor and supervise any and all third party activity on Your Client Website (including, but not limited to, the submission of material by users and the use of communication systems such as forums). Any third party activity that may fall within the provisions of sub-Clause 7.1 must be stopped or removed, as appropriate.

4. You undertake to ensure that any and all personal information collected through Your Client Website is gathered, processed and held in accordance with the relevant provisions of the Data Protection Act 1998.

5. You undertake to ensure that any and all e-commerce conducted through Your Client Website complies with all relevant laws in force at the relevant time including, but not limited to, the Distance Selling Regulations 2000 and the EU E-Commerce Directive 2000.

6. You shall be responsible for all activity relating to Your Client Website.

7. You must use reasonable endeavours to ensure that We are furnished with any information reasonably required to provide the Service in a timely manner.

Intellectual Property Rights

1. You shall not acquire any rights in or over any Intellectual Property Rights subsisting in any materials and/or property owned by Us or by any third parties (where, for example, We are using materials under licence). Any materials owned by Us used by You in the normal course of the Service are used under a non-exclusive licence only to the extent required in order for Us to provide the Service to You.

2. We shall not acquire any rights in or over any Intellectual Property Rights subsisting in any materials and/or property owned by You or by any third parties (where, for example, You are using materials under licence) including, but not limited to, Your Client Website. Any such rights are used under a non-exclusive licence only to the extent required in order for Us to provide the Service to You.

3. You hereby agree to fully indemnify Us against all costs, expenses, liabilities, losses, damages, claims and judgments that We may incur or be subject to as a result of the infringement of any Intellectual Property Rights arising out of Your failure to obtain the necessary rights and permissions from third parties with respect to any materials used by You as hosted by Us under the Contract.

Your Use of the Hosting Software and Licence

1. Your use of any and all Hosting Software that We may from time to time provide including, but not limited to, the CPANEL, is under a non-exclusive licence and may be used only in accordance with these Terms and Conditions and only for the duration of the Service. You shall not gain any form of ownership rights over any Hosting Software or the Intellectual Property Rights therein.

2. Where We provide access to third party software (which, for the purposes of these Terms and Conditions, falls within the definition of “Hosting Software”) You agree to be bound by any licence agreements relating to such software upon Your first use of that software.

3. You may not under any circumstances:

3.1 attempt to copy any Hosting Software;

3.2 attempt to reverse-engineer, decompile, disassemble or in any other manner derive source code from any Hosting Software;

3.3 write or otherwise create any derivative software that is based in whole or in part on any Hosting Software; or

3.4 sell, lease, transfer, sub-licence, or in any other way treat any Hosting Software as Your property.

Limitation of Our Liability

1. Subject to the provisions of sub-Clause 3.4 and the remainder of this Clause 10, and to the fullest extent permitted by law, We shall not be liable to You or to any third party, whether in contract or tort (including negligence) for any loss or damage, direct or indirect, whether foreseeable or otherwise (including any indirect, consequential, special or exemplary damages) arising from:

1.1 interruptions or downtime to the Service;

1.2 any damage, loss or corruption of data (including, but not limited to, Your Client Website or any part thereof);

1.3 any incompatibility, whether of the Hosting Software, Hosting Hardware or Your Client Website with any of Your own equipment (or that of any third party);

1.4 any inability, on Your part, to use the Service (including, but not limited to, failure to follow reasonable instructions provided by Us);

1.5 the loss of confidentiality caused by the storage of information on the internet (this does not refer to the mutual confidentiality obligations of the Parties under Clause 14).

2. Nothing in these Terms and Conditions shall exclude Our liability for death or personal injury resulting from Our negligence or that of Our employees or agents.

3. Nothing in these Terms and Conditions shall exclude Our liability for fraud or fraudulent misrepresentation.

4. Nothing in these Terms and Conditions excludes or restricts Our liability for any loss resulting from Our failure to use reasonable skill and care, from Our gross negligence, or from Our wilful misconduct.

Warranty Disclaimer

Subject to the provisions of these Terms and Conditions, We give no further warranty, express or implied, in connection with the Service as to fitness for purpose, quality, non-infringement or merchantability.

Your Indemnity

You shall fully indemnify Us against all costs, expenses, liabilities, losses, damages and judgments that We may incur or be subject to as a result of any of the following:

1. Your misuse of the Service;

2. Your breach of these Terms and Conditions;

3. Your negligence or other act of default;

4. The activities of third parties conducted on or through Your Client Website.

Data Protection

1. All personal information that We may collect (including, but not limited to, Your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and Your rights under that Act.

2. We may use Your personal information to:

2.1 Provide the Service to You;

2.2 Process payments made by You;

2.3 Inform You of products and services available from Us. You may request that We stop sending You this information at any time;

2.4 In certain circumstances, and with Your consent, We may pass Your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold Your personal information accordingly.

3. We will not pass Your personal information to any other third parties without first obtaining Your express permission to do so.

Confidentiality

1. Except as provided by sub-Clause 14.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Contract and for 1 years after its termination:

1.1 keep confidential all Confidential Information;

1.2 not disclose any Confidential Information to any other party;

1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;

1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 14.1.1 to 14.1.4 above.

2. Either Party may:

2.1 disclose any Confidential Information to:

2.11 any sub-contractor or supplier of that Party;

2.12 any governmental or other authority or regulatory body; or

2.13 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by these Terms and Conditions (including, but not limited to, the provision of the Service by Us), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 14.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 14, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of Your acceptance of these Terms and Conditions, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

3. The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

Force Majeure

1. Neither Party to the Contract will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

2. In the event that either Party cannot perform their obligations thereunder as a result of force majeure for a continuous period of 90 Days, the other Party may at its discretion terminate the Contract by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Service provision up to the date of termination or, where payment has been made in advance, a fair and reasonable reimbursement for Service provision not received.

Term and Termination

1. The initial period of Service provision shall commence on the date that Your Order is submitted and all Fees due under Clause 4 are paid. This period shall last for the duration specified in Your chosen Hosting Package, subject to any provisions in these Terms and Conditions to the contrary (including, but not limited to, this Clause 16).

2. Subsequent periods of Service provision shall last for the duration specified in Your chosen Hosting Package and shall follow on from a previous period, without interruption, subject to Your fulfilment of the payment obligations set out in Clause 4. All subsequent periods of Service provision shall remain subject to these Terms and Conditions unless expressly stated otherwise.

3. Either Party may immediately terminate the Contract by giving written notice to the other Party if:

3.1 any sum owing to that Party by the other Party under these Terms and Conditions is not paid within 30 Business Days of the due date for payment;

3.2 the other Party commits any other breach of any of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under these Terms and Conditions);

3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

3.7 that other Party ceases, or threatens to cease, to carry on business; or

3.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Contract. For the purposes of this Clause 16, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

4. For the purposes of sub-Clause 16.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

5. You shall have the additional right to request the early cancellation and termination of the Service and of the Contract (i.e. before a period of Service provision is complete) by written notice of 1 Month. Such notice should include Your username, email address, and hosting account. The following shall apply to such early termination:

5.1 The issuing of refunds is at Our sole discretion.

5.2 If You wish to terminate during the course of a period of Service provision, the Service shall end 1 month after We receive Your notice. Refunds shall be proportionate to the remainder of the period of Service provision active at the time. Refunds shall be issued within 30 Days.

5.3 If You send Us a termination notice under sub-Clause 16.5 in error or change Your mind, We must be informed of this within 30 Days of that notice that You wish that Your Account be reinstated. Any notification outside of this period shall require a new Account to be set up and You shall be required to pay for a full period of Service provision, as specified in Your chosen Hosting Package. The reinstatement of Accounts requires the payment of a reactivation fee of £50 in addition to the repayment of any Fees that were refunded to You by Us when completing your early cancellation.

6. The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Effects of Termination

Upon the termination of the Agreement for any reason:

1. We shall ensure the complete and secure removal of Your Client Website and all related material from the Hosting Hardware;

2. any sum owing by either Party to the other under these Terms and Conditions shall become immediately due and payable;

3. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Contract shall remain In full force and effect;

4. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of these Terms and Conditions which exist at or before the date of termination;

5. subject as provided in this Clause 17 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

6. each Party shall (except to the extent referred to in Clause 14) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

No Waiver

No failure or delay by either Party in exercising any of its rights under these Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

Assignment and Sub-Contracting

1. Subject to sub-Clause 20.2 The Contract shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

2. We shall be entitled to perform any of the obligations undertaken by Us through any other member of Our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of these Terms and Conditions, be deemed to be Our act or omission.

Relationship of the Parties

Nothing in these Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.

Third Party Rights

1. No part of these Terms and Conditions is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.

2. Subject to this Clause 22 the Contract shall continue and be binding on the transferee, successors and assigns of either Party as required.

Communications

1. All notices or communications shall be given to Us either by post to or by email to sales@ventureonlineuk.co.uk. Such notice will be deemed received 3 Business Days after posting if sent by first class post, the day of sending if the email is received in full on a Business Day and on the next Business Day if the email is sent on a weekend or public holiday.

2. We may from time to time send You information about Our products and/or services. If You do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which You receive from Us.

Severance

In the event that one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

Law and Jurisdiction

1. The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

2. Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.



Our Engraving Terms

Please note: while these terms may fit most engraving service situations between Venture Design and Print and the client, they should be read as a guide only and we reserve the right to change these terms in accordance of the contract arrangements required.

Agreement between

This agreement and terms will be agreed between Venture Design and Print and the client upon undertaking our Engraving Services and related services contracts.

Whereas:
1. At all material times the Engraver (Venture Design and Print) is engaged in the business of providing Engraving services to business clients.

2. At all material times the Client is engaged with Venture Design and Print for our Engraving Services.

3. The Engraver (Venture Design and Print) hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.

It is agreed as follows

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in United Kingdom;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Fee”

means the consideration payable to the Engraver (Venture Design and Print) for the Work as defined in Clause 5;

“Intellectual Property Rights”

means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;

“Work”

means the work to be undertaken by the Engraver (Venture Design and Print) as defined in Schedule 1.

“Consultant”

means any person(s) whose name(s) is/are set out in Schedule 1, or, if no name is set out there, any person(s) with suitable skill and experience nominated by the Engraver (Venture Design and Print) from time to time

2. Unless the context otherwise requires, each reference in this Agreement to:

2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

2.4 a Schedule is a schedule to this Agreement;

2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

2.6 a “Party” or the “Parties” refer to the parties to this Agreement.

3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

4. Words imparting the singular number shall include the plural and vice versa.

5. References to any gender shall include the other gender.

2. Engagement of the Engraver (Venture Design and Print)

1. The Client hereby engages the Engraver (Venture Design and Print) to provide the Work and such other services as the Client and the Engraver (Venture Design and Print) may agree upon from time to time during the term of this Agreement.

2. The Engraver (Venture Design and Print) shall complete the Work by the set completion date unless otherwise agreed.

3. Prior to the Completion Date, the Engraver (Venture Design and Print) shall use reasonable endeavours to comply with the following milestone dates:

3.1 Initial design ideas including, but not limited to, drafts and sketches shall be presented to the Client for selection and/or approval by the date agreed by the Engraver (Venture Design and Print) and the client;

3.2 Design proofs shall be presented to the Client for selection and/or approval the date agreed by the Engraver (Venture Design and Print) and the client;

4. The Engraver (Venture Design and Print) acknowledges that the Client has a legitimate commercial interest in the Work being completed by the Completion Date and that the Client should have an appropriate remedy if it is not so completed. The Engraver (Venture Design and Print) shall be responsible for the quality of the Work and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that any Consultant authorised by it to perform all or any part of the Work shall do so competently and with reasonable care.

5. The Engraver (Venture Design and Print) shall be responsible for the rectification of any unsatisfactory work at its own expense.

3. Nature of Engagement

1. The Engraver (Venture Design and Print) shall at all times be an independent contractor and the Engravers (Venture Design and Print) activities and those of the self-employed or employed Consultant(s) engaged by it on the Work are at all times under the Engravers (Venture Design and Print) exclusive supervision, direction and control. The Client shall not supervise, direct or control the Engraver (Venture Design and Print) or any Consultants nor shall the Client have any right to do so.

2. Subject to the provisions of sub-Clause 2.3, the Engraver (Venture Design and Print) shall at all times be exclusively responsible for organising where, when, how and in what order the Work is done but shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the Work to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.

3. The engagement under this Agreement is mutually non-exclusive that is to say that at any time the Engraver (Venture Design and Print) and its Consultants can provide to other clients services which are the same as or similar to the Work and the Client can engage other contractors to provide it with services which are the same as or similar to the Work
4. The Engraver (Venture Design and Print) may in its discretion for any reason on one or more occasions substitute any replacement Consultant for a Consultant or engage any additional Consultant provided that they have the requisite skills and experience to perform the Work. The Engraver (Venture Design and Print) shall use all reasonable endeavours to avoid or minimise such changes or additions and to consult with the Client beforehand about any such proposed change in engagement of Consultant(s). However, the Engraver (Venture Design and Print) shall in any event provide such a substitute or addition where the provision of the Work is unduly delayed by absence due to incapacity or for any other reason upon notification by the Client (or the Client’s representative) that a delay is unacceptable.

5. Whenever possible and practicable, the Engraver (Venture Design and Print) shall use its own equipment, materials and resources to carry out the Work.

6. The engagement and appointment of the Engraver (Venture Design and Print) under this Agreement does not create any mutual obligations on the part of the Client or the Engraver (Venture Design and Print) to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

4. Status of the Designer (Venture Design and Print)

1. The Engraver (Venture Design and Print) shall at all times be an independent contractor and it shall be responsible for all income tax and national insurance contributions or similar taxes or contributions in respect of the consideration payable under this Agreement.

2. The Engraver (Venture Design and Print) hereby agrees to indemnify the Client in respect of any claims that may be made by the relevant authorities against the Client in respect of income tax or national insurance contributions or similar taxes or contributions, including interest and penalties, relating to the Work undertaken by the Engraver (Venture Design and Print) under this Agreement.

3. The Engraver (Venture Design and Print) shall be responsible for all of its expenses and value added tax.

4. Nothing in this Agreement shall be deemed to create any partnership, joint venture or agency between the Parties, or any employment relationship between the Client and any Consultant(s)

5. Fee

1. In consideration of the Work the Client shall pay to the Engraver (Venture Design and Print) the Fee of 40% deposit of the quoted fee upon signing any Engraving contract with the Engraver (Venture Design and Print). The client will then pay 60% on completion or stage payments at an agreed percentage rate until completed.



If the work goes beyond the quoted amount and time through no fault of the Engraver (Venture Design and Print), then the client shall pay the Engraver (Venture Design and Print) at the hourly rater of £47.50 per hour until completion or will pay an amount quote and agreed between the client and the Engraver (Venture Design and Print) until the further work is completed.


2. Payment shall be made only following completion of the Work and shall be made within 7 Days of receipt by the Client of the Engravers (Venture Design and Print) invoice for the same. Any sums which remain unpaid after the expiry of this period shall incur interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time. Interest shall accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. Any interest due shall be payable when paying an overdue sum.

3. All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon unless at such date value added tax becomes chargeable, in which case all clients will be notified.

4. No further payment shall be made to the Engraver (Venture Design and Print) for the Work over and above the entitlement set out in sub-Clause 5.1 and, without limitation, no payment shall be made to the Engraver (Venture Design and Print) in respect of any expenses incurred by the Engraver (Venture Design and Print) in completing the Work.

6. The Work and Intellectual Property

1. Upon receipt in full by the Engraver (Venture Design and Print) of the Fee due under Clause 5, the copyright and any and all other Intellectual Property Rights subsisting in the Work shall be deemed to be assigned to the Client and the Designer shall be deemed to have waived its moral rights in respect of the Work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.

2. Following the assignment of copyright and any and all other Intellectual Property Rights under sub-Clause 6.1, the Client shall be free to use the Work for any purposes including, but not limited to, the purpose for which the Work was originally commissioned.

7. Warranties and Indemnity

1. Any Consultant(s) named in Schedule 1 and any other Consultant(s) engaged by the Engraver shall have the requisite skill and experience to carry out the Work
The Engraver (Venture Design and Print) shall use all commercially reasonable endeavours to ensure that the Work is original to the Engraver (Venture Design and Print) and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.

2. The Engraver (Venture Design and Print) shall use all commercially reasonable endeavours to ensure that the Work is original to the Engraver (Venture Design and Print) and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.

3. The Engraver (Venture Design and Print) hereby warrants that copyright in the Work shall, throughout the full period of copyright protection be valid and subsisting pursuant to the laws of the United Kingdom.

4. The Engraver (Venture Design and Print) shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the Work except pursuant to this Agreement.

5. Subject to the provisions of sub-Clause 7.7, in the event of any actions, proceedings, claims, demands or costs (including, without prejudice to the generality of this provision, the legal costs of the Client on a solicitor and own-client basis) against the Client on the grounds that the Engravers (Venture Design and Print) provision of the Work or the Client’s use, possession and/or ownership of the Work in accordance with this Agreement constitutes the infringement of any Intellectual Property Rights belonging to a third party, the Designer shall indemnify the Client from and against the same.

6. Subject to the provisions of sub-Clause 7.7, in the event of any actions, proceedings, claims, demands or costs (including, without prejudice to the generality of this provision, the legal costs of the Engraver (Venture Design and Print) on a solicitor and own-client basis) against the Engraver (Venture Design and Print) on the grounds that the Engraver’s use or possession of any materials provided to it by the Client for the purposes of providing the Work in accordance with this Agreement constitutes the infringement of any Intellectual Property Rights belonging to a third party, the Client shall indemnify the Engraver from and against the same.

7. The indemnities set out in sub-Clauses 7.5 and 7.6 shall apply only if the indemnified Party:

7.1 notifies the indemnifying Party immediately in writing upon becoming aware of any such action, proceeding, claim, demand or costs;

7.2 makes no admissions or any settlements without the indemnifying Party’s prior written consent;

7.3 makes all relevant information available to the indemnifying Party upon request;

7.4 provides all reasonable assistance to the indemnifying Party upon request; and

7.5 allows the indemnifying Party complete control over any relevant litigation and/or settlement.

8. Liability

1. This Clause 8 sets out the entire financial liability of the Parties to each other for any breach of this Agreement; any use made by the Client of the Work; and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.

2. Subject to sub-Clause 8.3, neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, or any special, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.

3. Nothing in this Agreement shall limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.

4. Nothing in this Agreement shall exclude or limit the liability of either Party under or in respect of any of the indemnity provisions of Clause 7.

5. Without prejudice to Clause 7 or to sub-Clauses 8.2, or 8.3, the total liability of either Party arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to 100% of the Fee paid or payable by the Client under this Agreement, or the sum of £<>, whichever is the greater.

9. Confidentiality

9.1 Both Parties undertake that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and [for <>] after its termination:

9.1.1 keep confidential all Confidential Information;

9.1.2 not disclose any Confidential Information to any other party;

9.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;

9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

9.1.5 ensure that (as applicable) none of its directors, officers, employees, Consultants, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.

9.2 Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to:

9.2.1 any Consultant engaged on the Work

9.2.2 any of their sub-contractors, substitutes, or suppliers;

9.2.3 any governmental or other authority or regulatory body; or

9.2.4 any of their employees or officers or those of any party described in sub-Clauses 9.2.1, 9.2.2 or 9.2.3;

9.3 Disclosure under sub-Clause 9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 9.2.3 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

9.5 When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

9.6 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

10. Termination

10.1 Either Party may terminate this Agreement at any time without notice and without giving any reason for such termination.

10.2 Without prejudice to the generality of sub-Clause 10.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:

10.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within <> of written notice of such failure from the other Party; or

10.2.2 either Party goes into bankruptcy or liquidation – either voluntary or compulsory – save for the purposes of bona fide corporate reconstruction or amalgamation, or if a receiver is appointed over the whole or any part of that Party’s assets.

10.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.

11. Nature of the Agreement

11.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

11.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

11.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

13. Notices

13.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:

13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

13.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

14. Alternative Dispute Resolution

14.1 Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.

14.2 The Parties hereby agree that the decision of the Arbitrator shall [not] be final and binding on both Parties.

15. Law and Jurisdiction

15.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

15.2 Subject to the provisions of Clause 14, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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