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Terms & Conditions

FLINTRIVER DIGITAL LIMITED

1. INTERPRETATION
1.1 In these Conditions:
“CHARGES’ means the fees
‘CLIENT’ means the person named on the Order for whom the Flintriver has agreed to provide the Design Service in accordance with these Conditions
‘CONTRACT’ means the contract for the provision of the Design Service
‘DESIGN SERVICE’ means the service and products to be provided by the Flintriver for the Client and referred to in the Order
‘ORDER’ means the sheet to which these Conditions are appended
‘FLINTRIVER’ means Flintriver Digital Limited (registered in Scotland under number 380112]) and having their Registered Office at 10 Abbey Park Place, Dunfermline, Fife, KY12 7NZ Scotland
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. THE DESIGN SERVICE
2.1 Flintriver shall provide the Design Service to the Client subject to these Conditions. Any changes or additions to the Design Service or these Conditions must be agreed in writing by Flintriver and the Client.
2.2 The Client shall at its own expense supply Flintriver with all necessary information and other materials relating to the Design Service, within sufficient time to enable Flintriver to provide the Design Service in accordance with the Contract.
2.3 The Client shall at its own expense retain duplicate copies of all materials provided to Flintriver and insure against its accidental loss or damage.
Flintriver shall have no liability for any such loss or damage, however caused.
2.4 The Design Service shall be provided in accordance with the Order subject to these Conditions.
2.5 Where the Client approves a final drawing or specification of the Design Service the Client is responsible for the contents thereof and for any error inherent therein.
3. DELIVERY
3.1 If the Client fails to take delivery of the Design Service or to give Flintriver
adequate delivery instructions then, without prejudice to any other right or remedy
available to Flintriver, Flintriver shall store the Design Service until actual delivery
and shall charge the Client for the reasonable costs of storage.
4. RISK
4.1 Risk of damage to or loss of the Design Service shall pass to the Buyer at the time of delivery thereof. Notwithstanding delivery and the passing of risk in the Design Service or other provision of the Contract , the property in the materials comprised in the Design Service shall not pass to the Client until Flintriver has received, in cash or cleared funds payment in full of the fee or price of the Design Service and the Client shall not be entitled to make use of the same until the fee or price is paid in full
5. CHARGES
5.1 Subject to any special terms agreed, the Client shall pay the Charges and any additional sums which are agreed between Flintriver and the Client for the provision of the Design Service or which, in the Flintriver’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any information or materials supplied by the Client or any other cause attributable to the Client.
5.2 All charges quoted to the Client for the provision of the Design Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
[5.3 Flintriver shall be entitled to invoice the Client following the end of each month in which the Design Service is provided, or at other times agreed with the Client.]
5.4 Flintriver’s Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 days of the date of Flintriver’s invoice.
5.5 If payment is not made on the due date, Flintriver shall be entitled, without limiting any other rights it may have to:
5.5.1 charge interest on the outstanding amount (both before and after any judgement) at the rate of 5 % above the base rate from time to time of Lloyds TSB Bank plc from the due date until the outstanding amount is paid in full;
5.5.2 Suspend or cancel further deliveries to the Client.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property rights are vested in Flintriver. Licences thereof by Flintriver to the Client may be made in writing on completion of any project and upon payment of all outstanding invoices.
6.2 Flintriver shall be entitled to use all items comprised in the Design Service for the purpose of advertising its own business.
6.3 The Client warrants that any information and materials and its use by Flintriver for the purpose of providing the Design Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify Flintriver against any loss, damages, costs, expenses or other claims arising from any such infringement.
6.4 Subject to clause 6.3, Flintriver warrants that any Design Service will not, to the best of its knowledge and belief, infringe the copyright or other rights of any third party, and Flintriver shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
7. USE OF CONTENT ON WEBSITES
7. 1 Flintriver hereby authorises you to view, print, copy and distribute information published by Flintriver on these Websites, provided that: (i) the information may be used internally (by you or any third party to whom you distribute it) only for informational purposes; (ii) no fee may be charged for distribution of any information to any third party; and (iii) any and all copyright or other proprietary notices that appear on the Websites, must appear on all copies that you make or distribute.
7. 2 These Legal Terms do not grant to you a licence hereunder to otherwise use, copy, distribute or transfer the Materials.
7. 3 All Materials provided via the Websites are intended for informational purposes only and are subject to change or withdrawal by Flintriver at any time without notice. Flintriver assumes no responsibility for the accuracy or completeness of the Materials.

7. 4 THE MATERIALS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. IN NO EVENT WILL FLINTRIVER BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR ANY USE OF THE WEBSITES, THE MATERIALS OR ON ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF FLINTRIVER DIGITAL IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. 5 Unless expressly provided otherwise by Flintriver, all comments, feedback, information or materials submitted to Flintriver Digital Limited through or in association with the Websites shall be considered non-confidential and Flintriver’s property. By submitting such comments, feedback, information or materials to Flintriver Limited, you agree, at no cost or fee, to assign to Flintriver Limited of all worldwide rights, title and interest in copyrights and other intellectual property rights to the comments, feedback, information or materials.
7. 6 Users ("you") of the Websites may post reviews, comments and other content; send communications; and submit suggestions, ideas, comments, questions or other information or material ("Content"), as long as the Content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam".   You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Content.  Flintriver reserves the right (but not the obligation) to remove or edit any Content .
7. 7 You grant Flintriver and its affiliates the right to use the name that you submit in connection with such Content, if they choose.  You agree to waive your right to be identified as the author of such Content and your right to object to derogatory treatment of such Content.  You agree to perform all further acts necessary to perfect any of the above rights granted by you to Flintriver, including the execution of deeds and documents, at the request of Flintriver.  
7.8 You represent and warrant: that you own or otherwise control all of the rights to the Content that you post; and that, as at the date that the Content is submitted to the Website (a) the Content is accurate, and (b) use of the Content you supply does not breach any applicable policies or guidelines of Flintriver and will not cause injury to any person or entity (including that the Content is not defamatory).  You agree to indemnify Flintriver and its affiliates for all claims brought by any third party against the Company or its affiliates arising out of or in connection with a breach of any of these warranties. 
7. 9 It is not possible for Flintriver to be aware of all Content that is displayed on the Website.  Accordingly, Flintriver disclaims any liability for any claims, actions, losses or damages arising out of or in connection with any Content posted on the Website. However, in accordance with the Electronic Commerce (EC Directive) Regulations 2002, Flintriver operates a "notice and takedown" policy.  If you believe that any Content on the Website contains obscene, defamatory or otherwise unlawful material, please notify us immediately by e-mailing us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it , marking your e-mail "URGENT – Notice of Unlawful Content", telling us where the unlawful material can be found and why it is unlawful.  If we receive such notification, Flintriver will make all reasonable endeavours to remove the unlawful Content complained about within a reasonable time.  
8. THIRD-PARTY WEBSITES
8.1 The Websites may contain hyperlinks to other websites controlled by parties other than Flintriver. Flintriver is not responsible for and does not endorse the content on or use of these websites. The inclusion of such links does not imply the endorsement or support of such websites by Flintriver.
9. WARRANTIES AND LIABILITY
9.1 Flintriver warrants to the Client that the Design Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Order. Where Flintriver supplies in connection with the provision of the Design Service any goods supplied by a third party, Flintriver does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Flintriver.
9.2 Flintriver shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any materials, information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
9.3 Except in respect of death or personal injury caused by Flintriver’s negligence, or as expressly provided in these Conditions, Flintriver shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Flintriver, its servants or agents or otherwise) which arise out of or in connection with the provision of the Design Service or their use by the Client, and the entire liability of Flintriver under or in connection with the Contract shall not exceed the amount of Flintriver’s charges for the provision of the Design Service,
except as expressly provided in these Conditions.
9.4 Any claim by the Client in respect of the Design Service shall be notified to Flintriver within seven days from the date of delivery and the time shall be of the essence. If Flintriver is not notified by the Client accordingly, the Client shall not be entitled to reject the Design Service and Flintriver shall have no liability for any such claim and the Client shall be bound to pay the fee or price as if the Design Service had been delivered in accordance with the Contract.
9.5 Where any valid claim in respect of the warranties is notified to Flintriver in accordance with the Contract it shall be in the option of Flintriver either to replace or repair the Design Service free of charge, or to refund to the Client the fee or price of the Design Service but Flintriver shall have no further liability to the Client
9.6 The Flintriver shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Flintriver’s obligations in relation to the Design Service, if the delay or failure was due to any cause beyond the Flintriver’s reasonable control.
9.7 All time limits stipulated in the Contracts are estimates given by Flintriver in good faith. Any such estimates and any confirmation or variation of them shall not be deemed in any circumstances to be undertakings, warranties or contractual conditions.
10. TERMINATION
10.1 The Client shall be entitled to terminate the Contract at any time by giving not less than [three] months’ written notice to the Flintriver. The Client will be responsible for costs and fees incurred by Flintriver to the date of notice being served.
10.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if:
10.2.1 the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or;
10.2.2 if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed;
10.2.3 ceases or threatens to cease to carry on business; or
10.2.4 Flintriver reasonably apprehends that any of the foregoing events is about to happen and notifies the Client accordingly.
11. GENERAL
11.1 These Conditions (together with the terms, if any, set out in the Order) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
11.2 Any notice to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may appear on the Order.
11.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.5 Scots law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the Scottish courts. Flintriver Digital Ltd 2011