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Smart Management UK Limited - Terms & Conditions

SMART MANAGEMENT UK LIMITED

(TRADING AS - SMART DESIGN &PRINT / SMART UK)

TERMS GOVERNING THE USE OF OUR PRODUCTS &SERVICES

GENERAL

These terms:

(a) are a complete and exclusive statement of the agreement between Smart Management UK Ltd. and the customer for Smart Management UK Ltd.

(b) apply whenever business is conducted between us both;

(c) are written in plain, standard English;

(d) should not be constructed in any way as to try and give a word, phrase or expression a different meaning to the ordinary everyday meaning;

(e) supersede all understandings or prior agreements, whether written or oral, and all representations or other communications;

The relationship between Smart Management UK Ltd. and its customers in the Graphic Design, Website Design, Internet Services, Marketing and Printing industry is professional in nature. The customer is deemed to be knowledgeable about Smart Managements products, services systems, procedures, practices and processes.

Any handwritten or typed amendments (or any other defacement) to these terms do not form part of these terms. They must be disregarded in their entirety.

(1) DEFINITIONS

“Smart”, “the company”, “we”, “us” or “our” refers to Smart Management UK Ltd, including any other person or company acting as an authorised representative or lawful agent of Smart Management UK Ltd.

“Customer”, “you” or “your” refers to the person, business or company from whom orders for work are received and with whom Smart Management UK Ltd. enters into a lawfully binding contract.

(2) QUALITY OF WORK

In accordance with the Sale of Goods Act we must supply goods which are of a “satisfactory quality”. This is defined by the Act as being a “standard that a reasonable person would regard as satisfactory, taking account of the description of the goods, the price (if relevant) and all the other relating circumstances, the quality of goods include their state and condition and the fitness for all the purposes for which goods of the kind in question are commonly supplied [and their] appearance and finish”

If you are not satisfied with the quality of work you must notify us within 5 working days of receipt of the goods.

(3) PRICE, ESTIMATES &ORDERS

We will provide you with an estimate of the price to be charged for a particular order if you request one before an order is placed. Our estimates will be based on our current costs of production. An estimate is valid for 28 days, although we may amend any estimate if it is necessary to do so.

It is the customer's sole responsibility to request an estimate before placing an order. Furthermore, to confirm any price before placing an order and to eliminate any doubts you may have over the accuracy of any price (including prices printed in any literature or published electronically).

However, if a price has not been expressly agreed at or before the time an order is placed we shall charge you in accordance with our normal pricing structure and you shall not subsequently dispute the price charged. Estimates that we supply are not offers to enter into legally binding contracts, but are merely indications of the price that we charge to undertake a particular type of work. After an estimate has been disclosed, we will send you a purchase order. If you agree with the estimate then your signature will be required on the purchase order paperwork. On return of this signed paperwork to Smart Management UK Ltd you are entered into a legally binding contract and we will be able to begin work with immediate effect.

It is your sole responsibility to ensure that the specification or description of the product or service that you are ordering is correct and will meet your requirements. We are not responsible for checking whether or not the product or service that you have asked us to supply is suitable for your own purposes.

(4) CREDIT FACILITIES, PAYMENT & LATE PAYMENT

At our sole discretion we may grant credit facilities to you provided that you satisfy any relevant criteria that we set as regards creditworthiness.

If we have granted you credit facilities we reserve the right to withdraw those facilities at any time (without having to give reasons) and all outstanding invoices become due and payable immediately.

If we have granted you credit facilities payment shall become due within the period agreed. Otherwise payment shall become due on the completion of work and before delivery or collection of the work is made. Unless otherwise specified on your signed purchase order.

You must:

(a) pay all amounts by the date they become due;

(b) not exceed any credit limit that we may apply to your account from time to time;

(c) make regular progress or stage payments on any order that takes longer than 28 days to complete;

(d) pay interest on amounts that are unpaid by their due date at a simple interest rate of 24% per annum and calculated on a daily basis from the date of despatch of the goods or the date on which the goods were made available for collection.

If any amount or invoice becomes overdue then all invoices or amounts outstanding will become due and payable immediately and will be treated as being overdue items. Appropriate charges will then be applied and all costs reasonably incurred in collecting the whole debt (or any part of it) will be payable by you.

At our sole discretion, we may insist that you:

(a) pay a deposit or the full amount when the order is placed or at some time before the goods are delivered or collected; and/or

(b) make a payment to ensure that you do not exceed any credit limit that may be applied to your account (which shall include orders placed but not yet invoiced).

We may:

(a) notify you from time to time of any changes to the dates by which amounts will become due, although any change will not apply to amounts already outstanding;

(b) add a finance charge to the total value of any invoice representing the interest that would accrue should that invoice be paid one month after its due date. However, if we do so we shall offer a cash discount of an amount equal to the finance charge if you pay the invoice by its due date.

You shall indemnify us for the costs involved in pursuing any legal or debt collection actions against you (including taking the advice of a solicitor or barrister, charges made by a debt recovery agency, or time spent and costs incurred by our employees and/or directors in preparing and pursuing that legal action) to recover monies owed by you or from any third party who has given a guarantee or indemnity against any amounts owed by you. You also agree that any legal proceedings shall be dealt with by the Court of Law in which a summons or writ has been issued by us.

We shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used by us if work is suspended or delayed by you for whatever reason.

(5) TAX

Smart Management UK Ltd. reserves the right to charge the amount of any value added tax payable, whether or not included on the estimate or invoice.

In accordance with the Value Added Tax Act, VAT invoices cannot be issued to a third party.

(6) DELIVERY OF PRODUCTS AND SERVICES

These services rely on the customer not delaying the progress of the order in any way (which delays include but are not limited to the customer not returning proofs by the time specified by Smart or failing to make payment by the time such payment is due) (a “customer delay”). In the event of a customer delay the customer shall not be awarded a credit and the customer shall still be obliged to pay the premium charges but Smart shall not be bound to deliver within the guaranteed period.

Delivery of work by Smart shall be deemed to take place upon collection of the work by the customer (where the customer is obliged to collect the work) or (where Smart is obliged to deliver the work) actual delivery of the work to the customer by Smart. Where the customer is obliged to collect the work, customer's failure to collect the work on the day on which Smart is contractually obliged to have it ready for collection shall be classed as a customer delay. Where Smart is obliged to deliver the work to the customer but the customer provides Smart with incomplete or incorrect delivery information or is not available to accept delivery, then provided that Smart has used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as a customer delay.

Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days Smart shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

Risk of loss or damage to work completed by Smart shall pass to the customer on delivery.

Notwithstanding delivery and the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be retained by Smart until a payment has been received in full in respect of the work.

In the unlikely event that Smart deems it necessary to re-create, re-print or re-order work, the guaranteed period shall recommence from the time of Smart's confirmation to the customer of its agreement to re-create, re-print or re-order the work.

(7) CANCELLATION OF ORDERS &RETURNS

If you cancel an order after we have commenced work on it, you shall be charged the full order value or such lower amount as we may (in our sole discretion) determine.

Faults/Damages

If goods are faulty or damaged you must contact us (via email or telephone) within 7 days of receipt of the goods. Further to inspection of the goods, if they are found by our inspection team to be faulty then you will be provided with a replacement or refunded in full. Any problems reported after this time period Smart will not be liable for.

Returns for any other reason

If, for any other reason, you wish to return the product within 7 days of receiving the delivery please contact us (via email or telephone). We will ask you to return the item to us and on inspection that the goods have not been damaged a refund will be made for the full item price. Under the terms of Distance Selling Directive, you as the customer have a duty to care for the product while it is in your possession. If the products are damaged a charge will be made to repair the product to its original condition. If an item is returned for any other reason than faulty or damage the customer will be liable for the cost of returning the item to us.

Bespoke / Personalised Products

Products that are personalised with a customer's brand, logo and/or supplied artwork (menu covers, guest room folders, bill presenters, tariff boards, restaurant and hotel accessories, banners, signage, vehicle wraps, vehicle lettering, stationery, marketing material and all other materials produced in a 'hard format') cannot be returned under any circumstance other than faulty or damaged. These orders are classified as bespoke / personalised products.

(8) DESIGN COPYRIGHT

Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by Smart Management UK Ltd. shall vest in and belong to Smart Management UK Ltd.

The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials.

The customer shall indemnify and hold Smart Management UK Ltd. and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim).

(9) CLAIMS AND QUERIES:

All claims and queries:

regarding the goods supplied must be made by you in writing in a form specifically approved by us, and must be submitted to us within seven (7) days of the date of delivery or collection;

regarding an invoice must be made by you within ten working days of invoice date

Claims and queries will not normally be entertained unless they are made within these time limits; may only be made outside these time limits in instances where it is not possible for you to comply within the notice requirements provided that advice (where required) is given to us and the claim is made as soon as reasonably possible. The inability to check the goods supplied by reason of lack or insufficient manpower of suitably qualified or authorised personnel within your organisation is not a valid reason not to comply with these time limits.

If you have the right to reject any goods:

you must firstly obtain our written consent and then return those goods in their entirety to us at your expense within 5 working days; returning goods without consent shall in no way extinguish or reduce your liability to us for full payment of the goods and for later payment interest.

We shall not be liable in respect of any claim unless the notification requirements above have been complied with. In addition, any claim or counterclaim made against us in a Court of Law must be commenced by you within six months of the date on which we provided a service to you, despatched goods to you or on which goods were made available for collection.

Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Smart and the carrier within three clear days of delivery (or, in the case of non-delivery within 7 days of dispatch of the goods)

All other claims must be made in writing to Smart Management UK Ltd. within 7 days of delivery. Smart Management UK Ltd. shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.

(10) LIABILITY

Smart gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work. The subject of a customer's order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded.

Smart Management UK Ltd. shall not be liable for any loss arising from delay in transit not caused by Smart. Further, Smart shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data. The total aggregate liability of Smart in respect of any and all causes of action arising out of or in connection with the customer's order and Smart performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall be limited to the sums paid to Smart by the customer in respect of the order pursuant to which liability has arisen.

Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.

(11) CUSTOMER'S PROPERTY

The customer's property and all property supplied to Smart Management UK Ltd. by or on behalf of the customer shall, while it is in the possession of the Smart Management UK Ltd. or in transit to or from the customer, are deemed to be at customer's risk unless otherwise agreed and the customer should insure such property accordingly.

(12) INSOLVENCY

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

(13) ILLEGAL MATTER

Smart Management UK Ltd. is not required to print any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.

The customer shall indemnify and hold Smart harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be defamatory.

(14) COMPUTER FILES &VIRUSES

You must ensure that:

Computer files supplied to us to be used in the production of artwork and/or printed work are suitable for the purpose for which they are intended, and that you 'pre-flight' and thoroughly check those files to ensure their suitability. Your lack of knowledge of file types and file formats etc is not sufficient reason for supplying computer files which are not suitable for the purpose intended;

We may charge you for any additional work which we deem necessary where copy, artwork or files are not suitable for the purpose intended, whether supplied to us directly by you or by a third-party on your behalf.

Any disks or files supplied are free from computer viruses and you shall ‘virus check' all files before their supply to us. This applies whether the files are supplied on computer disk, tape, by direct data transfer (such as by ISDN link) or via the internet.

You will indemnify us against:

The cost of any loss of, damage to, and restoration of any of our data or computer systems caused by a virus, together with the costs of removing such viruses;

Any claims, costs and expenses arising from the infection with such a virus, including any amounts paid on a lawyer or solicitor's advice in the settlement of any claim (including with a third party to whom a virus may have spread).

(15) FULL COLOUR PRINTING

All reasonable efforts shall be made to obtain the best possible colour reproduction on customer's work but variation is inherent in the print process and it is understood and accepted as reasonable that, Smart shall not be required to guarantee an exact match in colour or texture between the customer's photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Smart or another party) or any other materials supplied by the customer and the printed article the subject of the customer's order.

COPY AND ELECTRONIC FILES

You must ensure that copy, artwork and digital artwork supplied to us in ‘camera-ready', ‘RIP-ready' or final format is clear, legible, suitable for its intended purpose and in accordance with any specification that we may have published or notified to you.

You must also ensure that computer files and digital artwork supplied to us for the use in the production of artwork and/or printed work are suitable for the purpose for which they are intended, and that you ‘pre-flight' and thoroughly check those files to ensure their suitability. Your lack of knowledge of file types and file formats etc is not sufficient reason for supplying computer files which are not suitable for the purpose intended.

We are not responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.

We may charge you for any additional work which we deem necessary where copy, artwork or files are not suitable for the purpose intended, whether supplied to us directly by you or by a third party on your behalf.

If an electronic file is not suitable (without adjustment or other corrective action) for outputting on equipment that is normally adequate for such purposes, we may make an additional charge for any resulting additional costs incurred or may reject the file without prejudice to our right to payment for work done and/or material purchased.

You are responsible for maintaining a copy of any original electronic files that you supply to us.

If you supply digital artwork to us, then you confirm and agree that you are sufficiently knowledgeable about the technical aspects of the printing and graphic arts industry and its systems, procedures, practices, processes and production methods. You have an obligation to ensure that you and your employees or agents are sufficiently knowledgeable about such matters and cannot rely on ignorance or doubt as a defence in any dispute or question that may arise.

COPYRIGHT, WORKING MATERIALS &CUSTOMER'S PROPERTY

We shall exclusively own the copyright in:

any general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by us;

(b) the way in which a work is presented or designed; and

(c) the content material in any work where that content has been created by us (this excludes artwork created by you where we merely make amendments

or alterations to that artwork at your request and where those amendments

or alterations are slight or incidental in nature and do not change the

substance of the original design).

We shall not own the copyright of:

(a) any material not created by us; or

(b) any proprietary logos, text, illustrations or photographs;

supplied to us by yourselves or other third party copyright holders.

We shall unconditionally license you to use, reproduce or reprint a design or work which we have undertaken for you and for which we own the copyright provided that the original work has been paid for in full (taking into account Value Added Tax and any interest relating to late payment) and all other debts owing to us have been discharged.

You must not use a copyrighted design or work which we have undertaken for you to produce a new work or subsequent issue (or an amended past issue) without our prior written permission.

You are responsible for obtaining all necessary authorities to reproduce pictures, photographs, artwork etc, and you shall indemnify us and our agents from any liability that may arise from any claim arising thereof.

We may use any artwork or printing produced by us or a facsimile or copy of your work in any promotional material that is produced with the sole intention of promoting or furthering our business. Unless you expressly request otherwise, we may include copies of such work with any promotional material that is distributed to third parties.

All working materials (files, disks, papers, bromides, plates etc) used to create or maintain work which we have undertaken for you shall be exclusively owned by us.

We shall not be obliged:

(a) to maintain copies of artwork or work which we have undertaken for you either in an electronic format or in a hard copy format; or

(b) at any time to give our working materials (files, disks, papers, bromides, plates etc) or a copy of them to you.

All property supplied by you to us shall, while it is in our possession or is in transit to or from you or your premises, be deemed to be at your risk. This shall include property belonging to a third party which you have loaned to us. Whilst every care is taken, neither us nor our agents can accept any responsibility or liability for loss or damage to artwork, photographs, transparencies etc.

QUALITY OF WORK

You shall:

(a) make sure that the work produced by us in general is of a standard which is acceptable to you before you enter into any contract with us; and

(b) ask to be given samples of similar work produced by us and materials used to help you assure yourself of the standard of our work.

You may reject any work that is clearly defective, sub-standard and which does not comply with the requirements of the Sale of Goods Act as regards the description and the quality or fitness of those goods. However, you shall not reject goods in any instance where any defect, failure or abnormality in the goods is so slight that it is not reasonable to reject them.

You shall not be entitled to:

(a) reject any work because, in your opinion or in the opinion of another third party, the standard of our work may not be similar to that of any other particular designer or printer; or

(b) reject goods in cases where you have supplied copy, artwork or computer files which were not ‘suitable for the purpose intended' and where we did not realise that those files were not suitable before the printing or production of the goods.

The use by you of any of the goods or work supplied (either in whole or in part) shall constitute your full acceptance of the goods or work. You may not then reject those goods at a later date, and any earlier rejection shall be deemed to have been withdrawn and the goods accepted. For this purpose, the ‘use' of goods or work supplied includes passing the work or goods to a third party for subsequent processing or work (for example, to a print finishing company or to a mailing or fulfilment firm) and includes having work delivered directly to a third party by us.

QUANTITIES

You understand and agree that:

(a) some variation between the quantity ordered and the quantity supplied is inherent in the print process and that because of the processes involved we may sometimes be unable to supply the exact number of copies of any item requested;

(b) minor variations in quantity supplied are not material to our contract; and

(c) in order for us to maintain low prices by avoiding frivolous claims, no claim will be made by you or accepted by us in lieu of a shortage that is not material.

The table below sets out the conditions in which a shortage is not material:

Quantity Ordered Shortage

Up to 1,000 Up to 10%
Between 1,001 and 5,000 Up to 7%
Between 5,001 and 20,000 Up to 5%
More than 20,000 Up to 4%

If a shortage is not material then the agreed price of a particular order shall not be affected and we shall not be required to make-up that shortage.

For variations where the shortage is material but is not more than twice the percentage levels specified above, a pro-rata credit may be issued or (at our discretion) we shall endeavour to supply any shortage as soon as we are reasonably able to. For all other shortages, we shall endeavour to supply any shortage as soon as we are reasonably able to. You shall not be entitled to any form of credit, refund or reduction in price in respect of a shortage that is more than twice the percentage levels specified above and your sole remedy is a re-print of that shortage.

Terms and Conditions of Contract

Because you understand that some variation in quantity is an accepted part of the print production process, you agree that you shall make allowance for any possible shortages in any orders that you place. You also agree that if there is a shortage that is not material (in accordance with the above limits) then the actual quantity supplied will therefore be acceptable for the purpose and use for which the product is intended.

(16) PRELIMINARY WORK

All work carried out, whether experimentally or otherwise, at customer's request, shall be chargeable at £60 per hour for design work and £90 per hour for technical work.

(17) PROOFS

Printed and PDF proofs of all work may be submitted for customer's approval and Smart Management UK Ltd shall incur no liability for any errors not corrected by the customer in proofs submitted. Additional charges shall be made for any extra proofs that are necessary as a result of alterations required by the customer. When style, type or layout is left to Smart Management UK Ltd's. discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis.

(18) WEBSITE DESIGN &INTERNET SYSTEMS

The web sites designed by Smart are done so at the exclusive direction of and based on information provided by each individual web site owner. The sole and entire responsibility for that same information rests with each individual web site owner. All content provided should be supplied in an understandable legible format. Smart reserves the right to request the content be re-supplied in an understandable, legible format.

18. 1. Introduction

Smart Management UK Limited, Terms and Conditions apply to, and govern, your use of our website and the legal relationship between you (the client) and us (the company - T/A, Smart Design &Print / Smart UK).

These Terms and Conditions apply in place of any terms and conditions you or your business may have.

18.2 Use of Terms for Website Design &Internet Systems

In these website conditions references to:

"you" and "your" are you, as the user of our website and/or the buyer of goods and services and include any one acting on your behalf.

"us" "we" and "our" are Smart Management UK Limited (Company Number GB05069286) and where applicable to its officers employees and authorised agents.

"our website" are to "www.smartuk.net" and any other website address we may use in addition to or substitution for it.

“Your online account” your user login &passwords issued for your use to enable access to your web based management system.

“Bespoke Design” A design tailored or produced uniquely for you from a concept, idea or example artwork provided.

“Bespoke Programming” Producing addition elements or new parts of code to enable your web based system to complete a previously agreed, non standard, task.

“Going Live” The status of a website that is complete, signed off by you, and ready to be uploaded to our live internet server for public viewing.

18.3 Business Service

Our website is exclusively for business use and is not for the use of private individuals as consumers. When using our website you represent to us that all orders for our goods and services which you submit will be for business purposes only and within the scope of your authority to make contracts on behalf of the business for which our services are required.

18.4 Privacy Policy

Our privacy policy is part of these terms and conditions.

18.5 Your Obligations

It is your responsibility in dealing with us.

to ensure that all the information you provide to us is accurate and complete. No changes to your order will be agreed once we have accepted it, unless treated as a chargeable upgrade, or unless agreed by a Director of Smart Management UK Ltd in writing.

to protect and maintain the confidentiality of your account with us and to restrict unauthorised access to and use of your user login details and passwords.

You agree to be responsible for all transactions between us and you in response to orders made by you.

You must inform us immediately in writing and by way of telephone if you are aware or believe someone else has or may have had unauthorised access to your account with us.

You must be 18 years of age or over and have legal capacity to make contracts to order work from Smart Management UK Limited.

18.6 Access to Our Website & Website Systems

We will use our reasonable endeavours to ensure that the website is available for use and that transmissions are error free.

Access to the website & Website Systems may be interrupted or suspended at our discretion for repair and maintenance work updating services or events beyond our reasonable control. We reserve the right in our discretion to deny access to the website or Website Systems and terminate accounts.

You must not use, adapt, duplicate, modify, or exploit the website or Website Systems without our written permission.

You must not use our website or Website Systems:

for any unlawful purpose or activity

send or use material that is illegal, obscene, abusive, offensive, or defamatory

in breach of copyright, trademark, privacy or any other intellectual property right or

that contains software viruses advertising political material or spam

18.7 Disclaimer of Liability in Respect of Our Website

We make no representations in respect of our website its contents or the accuracy completeness or suitability for any purpose of the information published on it

We do not warrant that our website, Website Systems or Your Website is free from computer viruses that may cause damage or loss.

It is your responsibility to implement valid &up to date antivirus systems on your computers &your networks.

Smart Management UK Ltd are not responsible for the loss of any data due to a computer virus entering your system via email or any other format.

We exclude all liabilities for loss or damage due to technical inaccuracies or typographical errors so far as the law allows.

We will not be liable for any loss or damage arising from the use of our website, website system or your website.

If the goods we deliver are not what you ordered, or are damaged or defective, or you do not receive your order we shall have no liability to you unless you notify us in writing at our contact address within 7 days.

If you notify us of a problem under condition 7.5 we shall have the right to; Make good any shortage or non delivery within a reasonable period based upon reasonable realistic timescales.

Replace or repair goods that are damaged or defective; or

Refund to you all or a part of the amount you paid for the goods ,systems, services , features in question.

We will not be liable to you except as required by law for any indirect or consequential loss or damage or expenses (including but not limited to loss of profits business income or goodwill) however it arises whether you notify us of the problem or not under Condition 7.5.

We shall have no liability to pay you back any money by way of compensation or refund except in accordance with these conditions or otherwise as required by law.

You must observe and comply with all relevant legislation and regulations to purchase goods from our website.

18.8 Contract

When you place your order for the services featured on our website, or sold to you by a representative of the company, your order is a request for the performance of those services.

We may accept or decline your request.

We will confirm your order by email and purchase order

A legally binding contract will only come into existence when we accept your order

18.9 Ordering Services & Goods

You can place your order for our goods and services by calling 0845 226 02 66

using our website as reference www.smartuk.net

by email to sales@smartuk.net

by fax on 01743 344 774

by post to Smart Management UK Limited, Unit 3 Darwin Court, Clayton Way, Oxon Business Park, Bicton Heath, Shrewsbury, Shropshire, SY3 5AL, England.

18.10 Cancelling an Order

You cannot cancel your contract with us once we have accepted your offer and commenced work We will confirm your offer.

If you cancel your order prior to confirmation and commencement of work Smart Management UK Ltd reserve the right to deduct costs and charges incurred to fulfil the processing of the order including bank and card processing fees, administration costs and sales acquisition costs. These costs and charges will not exceed any deposit already paid.

Refunds for cancellation of order will be processed within 7 days of cancelation.

18.11 Cancellation of Order by Us

We reserve the right to cancel the contract if;

We are unable to provide the services you have requested for any reason beyond our reasonable control

you provide us with any information in respect of your order which in our opinion is misleading inaccurate or incomplete

you require our services or goods for an illegal purpose

If we cancel the contract with you we will;

Notify you in writing and refund any money you have paid to us as soon as practicable

We will be under no legal obligation to pay you any compensation

We reserve the right to deduct any costs or charges incurred to fulfil the processing of the order including bank debit and card processing fees, administration costs and sales acquisition costs. These costs and charges will not exceed any deposit already paid.

18.12 Price & Payment Terms for Websites

The price for the work you order from us is set out in our quotation and sent to you by way of email or post in advance of your order, this price is agreed and signed for by you on a purchase order form

We reserve the right to change the price of our goods and services at any time

When we accept your order we will confirm the total price that you will be asked to pay a deposit by way of either BACS transfer, cheque or Debit Card.

Any quotation we send you for our goods and services will be valid for 30 days from date of quotation. If you live in the United Kingdom you will be required to pay at least 50% of the price for work you order from us in advance. The balance within 7 days of work being completed.

If you live outside the United Kingdom we require you to pay for our services and goods in FULL, in advance.

Payment for Websites and Web Based Systems become due when the site or system is completed in accordance with your order specification, this is before training, and before you are given full access to edit and upload your own products and content.

Payment may not be withheld for you to populate your website, in the event you do withhold payment to populate your website admin handling charges of £75 per day +vat will become payable.

Any deposit paid will be non returnable unless we cancel your order under Condition 18.11 If you are a United Kingdom resident and fail to pay us within 7 days of our invoice date we will remind you payment is overdue. If payment is still not made action may be taken to recover the outstanding debt. We reserve the right to suspend all services and websites you hold with us until all outstanding payments are received without further notice.

We reserve the right at our discretion to charge you interest both before and after any Court judgment on the unpaid amount of any invoice we have sent you for our goods and services not paid within 7 days of the invoice date at the rate of six per cent (6%) per calendar month or part of a calendar month calculated on a daily basis until we receive payment in full in cleared funds:

if you are a United Kingdom resident from a date seven (7) days after the date of our invoice, or The price excludes value added tax (VAT).

You will remain responsible for the payment of our invoice for goods and services supplied to you where you are unable to upload the information we send you on to your equipment for any reason beyond our control.

18.13 Domain Names

Domain names are registered in your own legal name unless otherwise requested.

Ownership of title of domain names are passed upon full and final payment being received.

18.14 Availability

All orders for goods and services from Smart are subject to availability.

18.15 Delivery

We will notify you of the approximate date of delivery. Once the goods have been delivered they will be at your risk and we will not be liable for their loss or damage.

If you require your order to be delivered again for any reason we shall charge you ninety (£90) per hour plus value added tax for supplying it.

All delivery timescales provided are estimates, the company will confirm the estimated timescale of delivery on the order confirmation.

Delivery timescales cannot be classed as a guarantee unless confirmed on letter headed paper by a company director.

18.16 Ecommerce, Content Management Systems &Website Design

Order upgrades processed during production of a site will be paid for in advance of production.

Changes in design and concept after the initial order is placed and production started will be chargeable.

All specification's will be confirmed in writing or on email, no verbal undertaking or verbal agreements to specifications unless confirmed in writing will form part of this contract.

If specification is missing from your order confirmation it is your responsibility to make a manager aware of this in writing within 7 days or this missing specification will not form part of the contract. All time scales are educated estimates and not guarantees of exact time lines. Smart Management UK Ltd cannot be held liable for losses or damages in the event that time scale estimates are not met.

Late time penalties and claims for loss of business and damages cannot be made against Smart Management UK Ltd unless agreed in writing with a director prior to the order being placed. Smart Management UK Ltd will not accept orders from clients who require late time penalties without prior agreement.

Failure to request a late time scale penalty prior to order will be treated as an acceptance of estimated time scales and acknowledgement of no intention to wish to make a claim. Standard website system specifications are provided prior to placement of order and form part of the contract.

Bespoke website system specifications are provided prior to placement of order and form part of the contract.

18.17 Intellectual Property

Copyright:

All rights to the design, text, graphics and other material on our website and its arrangement and in our publicity and marketing literature are our copyright or that of other parties. You are permitted to copy electronically and print in hard copy parts of our website only in connection with the acquisition of our goods and services. Any other use or reproduction of material on or from our website without our prior written permission is illegal and is strictly prohibited.

Trademarks:

We are the proprietor of the “Smart Management UK Limited” “Smart” “Smart UK” “Smart Design & Print” trademark. All other trademarks product names logos and company names used on our website are our property or that of the respective owners of the marks names or logos. No permission is given by us to use any of those marks names or logos and any use by you without the owner's permission may constitute an infringement of the holders rights.

18.18 Supply of Website Analytics System

Smart Management UK Ltd agrees to supply an analytics system for your website.

Smart Management UK Ltd is not obliged to keep any data collected by analytics system's.

Analytics data will not be made available to any other companies without the express consent of the client.

18.19 Website Hosting, Support & Training

Smart Management UK Ltd will with best endeavour ensure the clients website is available on the web for the maximum amount of time each day.

Smart Management UK Ltd will provide a backup solution for the 1st 12 months for any website that is hosted on our servers. We recommend that clients keep a copy of their website for backup purposes.

Smart Management UK Ltd will not be held responsible for a total loss of service or website.

Smart Management UK Ltd provides hosting packages on the following basis and variants only apply if supplied in writing and signed by a director of the company.

Up to 2GB of data storage.

Website systems have a 5GB transfer per month limit. Exceeding this limit will incur additional charges.

We provide technical support via e-mail and telephone for all web hosting and technical related enquiries that involve your websites interaction with our servers. This excludes off-site hosting, external applications and any third-party software that communicates with our servers.

FTP access is not granted as standard and is available by application as an upgrade.

1 hours telephone training is supplied as standard with all systems, This is accompanied by a training manual. Additional hours of training are chargeable at £90 per hour.

Instruction manuals are provided in .pdf format for websites and website systems. Additional bespoke functionality is not included in user manuals as standard.

Any clients hosted on Smart Management UK Ltd's web or email servers are responsible for ensuring all communications sent, received or stored on Smart Management UK Ltd's web or email servers are scanned for viruses, malware or malicious content prior to arrival or dispatch. Any disruption caused by viruses, malware or malicious content on a users account will result in an immediate suspension of services pending investigation. If your account is deemed to be unsafe and in fact the cause of the disruption, you will incur an unspecified additional charge for the time spent in diagnosing and repairing the problem. Any files stored on your web or email servers that are known or made to be known to cause problems such as excessive bandwidth usage, e-mail spam or be malicious in any other way that may affect other clients hosted on the same server; those files will be deleted by our administrators without warning.

Websites with current data transfer of above 5GB per month moving to Smart Management UK LTD need to notify us so that the correct tariff can be selected. Transfer from Smart Management UK Ltd hosting can be done by sending a transfer request. This must be received by us at least 30 days prior to the renewal of your annual hosting agreement. Failure to notify us before 30 days will result in the annual charge being charged in full.

18.20 Transfer Charges

Charges may apply for website transfers and additional licences may need to be purchased for the website systems to work on the server to be transferred to, if the server does not have the correct software installed.

18.21 PCI DSS Compliance

We recommend that all website owners subscribe to PCI DSS scanning.

Smart Management UK Ltd accepts no responsibility or liability of non compliance of PCI DSS unless a PCI DSS contract is required.

(19) DATA PROTECTION

By placing an order with Smart, the customer consents to its details being passed on to Smart for accounting and marketing purposes. The details will be kept by Smart even after the customer's trading relationship with Smart has terminated. Smart may use the customer's personal data to let customers know about goods and services similar to the goods or services provided to the customer previously and any others matters that Smart feel may be of interest to customers.

(20) FORCE MAJEURE

Smart shall be under no liability if it shall be unable to perform any obligation which is owed by it to the customer for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may, by written notice to Smart elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

(21) VARIATION TO TERMS & CONDITIONS

We may change our conditions at our discretion. If we do so we will post the changes on our website. Your continued use of our website following any changes to these conditions will acknowledge your acceptance of any changes we make. Any contract between us and you is subject to the conditions which apply at the time we accept an order.

(22) NOTICES AND CONTACT

We may contact you by post, fax or email.

You agree that all notices or other communications we send you electronically are in writing for the purpose of satisfying legal requirements.

All notices which you send us must be in writing and sent to our contact address: Smart Management UK Limited, Unit 3 Darwin Court, Clayton Way, Oxon Business Park, Bicton Heath, Shrewsbury, Shropshire, SY3 5AL, England.

(23) THIRD PARTY RIGHTS

A person who is not a party to any contract between you and us has no right to enforce any of these conditions under the Contracts (Rights of Third Parties) Act 1999.

(24) INVALIDITY

If any court having the right to do so decides that any of these conditions is unenforceable those which remain will continue to have legal effect between you and us.

(25) WAIVER OF OUR RIGHTS

If you breach any of these conditions and we take no action against you for doing so this will not prevent us from using our legal rights to take action in any other situation where you breach these conditions.

(26) ENTIRE AGREEMENT

These conditions together with our current website, prices, delivery details, contact details set out the whole of the agreement under which we will produce work for you if we accept your order. No verbal communication by any salesperson on our behalf is to be understood by you as a variation of these conditions or as an authorised representation about the nature or quality of the goods and services we provide.

(27) LAW

These conditions and any contract between you and us are governed by and interpreted in accordance with English law. Smart Management UK ltd and you agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any disputes between us which cannot be agreed under these conditions

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