All words Ltd - Terms and Conditions
These terms and conditions relate to all and any agreement between us when you buy services from us.

1 SERVICES
(1) In this agreement the “Services” are those supplied as detailed on the Purchase Order.
(2) Services are provided to the best of our ability and based our personal experience, and on in some circumstances on information, facts and issues you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee.

2 DEFINITIONS
“Purchase Order” means the document that you have agreed and signed which described the services we have agreed to supply and the price you will pay and will form part of these terms.
“Consumer” means anyone purchasing not in the course of a business. This agreement is not intended to affect a client’s statutory rights.
“Nominated Persons” means the people within your organisation who we will be dealing with. We will not be able to deal with anyone else unless we specifically agree in writing. The nominated persons are on the Purchase Order for this agreement. It is your responsibility to ensure that all contact details for all persons are accurate and up to date.

3 SUPPLY OF SERVICES
(1) Whilst we will use our reasonable endeavours to supply the agreed services, we shall not be responsible for any failure to provide services or any unavailability. In addition we make no warranty against electronic virus, worms or any other defect or loss of data or information, tampering or other problems, including any breach of confidentiality, which may occur as a result of any communication with us in any form. We will not be responsible for any loss or damage whatsoever caused resulting from a failure to provide or where a virus or any other defect or problem occurs as a result of any e-mail or document we send you or with any other form of communication with you.
(2) It is your responsibility to maintain a back-up of any information or data that you send to us. We will not be responsible for any losses or defects as in 3(1) above.
(3) If, during the supply of services we may make recommendations for other suppliers, this doesn’t form any endorsement or guarantee as to supply of services
(4) We reserve the right to suspend the services and to substitute a nominated person to undertake the agreed services where necessary. Where a substitution is made we will endeavour to ensure that the person has all relevant experience of providing the agreed services.

4 ABIDE BY TERMS
By making use of our organisation and its services you will be deemed to be aged 18 or over and that you have read and understood this agreement and agree to be bound by its terms and conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so. You agree that the contact details (name, addresses, telephone numbers and e-mails etc) are current, valid and accurate.

5 PRICES AND PAYMENT
(1) Payment for all services must be made in full, by bank transfer or cheque within 7 days of the date of any invoice supplied. This includes any taxes due. You will have been deemed to have received any invoice if it is:
(a) Handed to you personally when you sign a copy invoice
(b) Hand-delivered to your address when you sign a copy invoice
(c) Sent to you by Royal Mail and we have proof of posting of the invoice.
(d) Faxed or emailed, in which either event a transmission log record will be retained by us.
(2) If you do not pay or there are any problems with your chosen method of payment then once you have ordered services you are still responsible for payment. If we do not receive payment then we will charge you 15% compound interest per annum until we receive full cleared payment.
(3) Where payment is a part of staged payments such as monthly, then late or non-payment will automatically mean that all work will stop until such time that full payment (including any accrued or extra payment) is made. No refunds will be made.
(4) Where payment is to be made on a monthly basis for support you are charged 1 month in advance. So, for example, on the 31st March you will pay for the services agreed in April.
(5) We reserve the right to increase prices for the services which arise because of an increase in the cost of price of products or other outside costs beyond our reasonable control. If we do, then we will give you at least 30 days notice in writing. If you are buying as a consumer then you may cancel this agreement at any time up until 14 days before the supply of services.

6 PAYMENT & PASSING OF RIGHTS
Subject to the other clauses contained in this agreement, where we have agreed you may use any information such template documents we may produce for you or any work which forms part of the services, these rights will not pass to you until we have received full payment for all the services supplied by us. This means that we will have a lien over any information. If you have not paid the invoice in full within 30 days from the date of the invoice you agree that you will forfeit your rights to the information.

7 ACCURACY & RESPONSIBILITY FOR INFORMATION AND DATA
(1) You confirm that any data, information, materials or documents passed to us have been checked by you as being accurate in fact and content and that any item you have provided us with does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, and is not contrary to any law.
(2) You specifically agree that we have no liability and furthermore you will indemnify us for any loss relating to any actual or alleged breach of this clause.

8 RESPONSIBILITY AND MISUSE
(1) You agree that you will solely be responsible for your use of any services provided to you and that you will use the service legally and only for the purposes that it is intended to be used for.
(2) Furthermore you agree that you will not misuse the services supplied and that you will abide by any laws applicable to this agreement or the operation of it.
(3) You specifically agree that we have no liability and furthermore you will indemnify us for any loss resulting in any breach of this clause.

9 OUR ACCESS
(1) You agree that you will do nothing which could restrict or inhibit our access for any examination following complaint of any services supplied under this agreement.
(2) You will allow us full access to any existing information you may hold which relate to our provision of the services.
(3) You will provide to us all information, and documents and anything that we need in order to complete the provision of services within specified deadlines. We will not be held responsible in any way for your failure to do this.

10 COPYRIGHT & INTELLECTUAL PROPERTY
(1) You confirm that that you hold the full copyright and intellectual property rights of anything that you provide to us (e.g. information or documents) or that you have obtained the copyright or intellectual property owner’s permission to use it in this way
(2) You confirm that you understand that, subject to the other clauses contained in this agreement, particularly clause 6, you have the right or licence to use any template documents (particularly the format) that we produce for you that we retain the copyright and intellectual property rights in those templates and anything that is shared with you.
(3) In addition you confirm that you will not breach any copyright or intellectual property rights in so far as applicable to any materials, documents, information, provision of facts, content and anything whatsoever supplied to you or available from us.
(4) Subject to the other clauses contained in this agreement, particularly clause 6, upon satisfactory payment, copyright and intellectual property rights of the content, including the use of facts, or of any documents which we write the content of for you under this agreement (such as an advertising brochure) will pass to you. We will not use the exact format of those documents unless we have your express agreement in writing.

11 TIME ESTIMATE
We will use all our reasonable endeavours to complete any supply of services within any time estimate that we give. However, we will not be liable for any loss of damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and your failure to deliver items such as documents or information. We will keep you informed about any delay.

12 LIABILITY DISCLAIMER
(1) To the extent that the law allows we will not be held responsible for any loss, incidental or consequential damage, or loss arising out of the services and use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of services.
(2) In the unlikely event that we would be held liable for any losses occurring as a result of using/ failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you in respect of the agreement under which you claim.

13 YOUR INFORMATION AND DATA PROTECTION
Generally
Any services we provide to you will be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct and up-to-date. Any information we hold (because of this agreement or otherwise) will be used to:
- Identify you when you contact us.
- Run our business efficiently.
- Help us make credit decisions (including credit checks), to prevent fraud or loss or to check identity.
- For marketing purposes we may share your information with organisations who are our business partners to contact you advising you about products and services if you have indicated that you agree to receive such information. If you do not want to receive this information, no further action is necessary. Nor is further action necessary if you have previously indicated to us that you do not want to receive such marketing material.
- To make sure that we follow your instructions correctly and to improve our service through training of our staff, we may monitor and record any communication between you and us.

14 CONFIDENTIALITY
Both of us, subject to the other clauses contained in this agreement, and particularly clause 3, agree that aspects of this agreement are confidential, including documents which form any part of the services and information obtained about each other, the organisations etc.

From time to time we use information about our existing clients as part of marketing campaigns. Your information will not be used in this way without your express agreement.

15 EXCLUSIVITY
You specifically agree that we have full and exclusive working rights within the terms of provision of this agreement and that you will not involve other parties without our specific agreement in writing.

16 ASSIGNMENT
(1) The rights given cannot be transferred, sold, rented or shared in any way by you and nobody else can benefit but you. A copy of this agreement will be admissible in the case of any dispute or in any proceedings.
(2) We reserve the right to assign and/ or sub-contract all or any part of the services but if we do this it will not affect your rights under this agreement.

17 CLIENT QUERIES / COMPLAINTS & NOTICES
(1) We aim to respond to any queries or complaints within 14 working days. Complaints must be addressed in writing to us at our usual address - see Purchase Order. If any complaint may amount to a breach of any term of this condition then you must allow us 30 days to remedy that breach.
(2) Any notices for either party must be in writing to the address which appear on the Purchase Order.
(3) Notices will be deemed to have been received on the 7th day after posting using Royal Mail 1st class service provided that a duly stamped proof of posting is obtained from Royal Mail.

18 INVALIDITY
Each clause or any part at all of this agreement is to be regarded as independent of the others. This means that should any clause or any part at all of this agreement be found to be unenforceable or invalid it will not affect the enforceability or validity of the rest of this agreement.

19 TERM, BREACH AND CANCELLATION
(1) This agreement is for the period of time we agreed that we will provide the services in OR the period as stated Purchase Order.
(2) We reserve the right to terminate this agreement
(a) Immediately if you breach any term of this agreement, including any third party user agreement, if applicable. You will not be entitled to any refund of unused services.
(b) By giving you 30 days notice. In these circumstances we will refund you for any unused services or pre-paid fees within 30 days of the service ceasing. However we will not be responsible for any liability whatsoever, including any claims, expenses and fees, relating to the notice period and service ceasing.
(3) If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
(4) Other than any rights described in this agreement, you may terminate this agreement at any time giving us notice of 30 days. However, any monies due under this agreement must still be paid and we will not make any refund at all, including for any unused services or pre-paid fees

20 JURISDICTION
These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

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