Terms and conditions

1 Definitions

Drafts drafts, samples, prototypes

Fees as defined in clause 7.1

Events Outside our Control events or circumstances beyond our reasonable control

Intellectual Property Rights (IPR) patents, inventions, copyrights and related rights, trademarks, database rights and other IPR and applications rights to apply for renew or extend the same subsisting now or in the future in any jurisdiction

Materials any final materials prepared as part of the Services (excluding Drafts)

Services the services set out in the statement of work (SOW) or otherwise agreed by us in writing from time to time

Specification the specification for the Services set out in the SOW or otherwise agreed by us in writing from time to time

SOW the statement of work issued by us incorporating these terms

we, us, our Aves Type Limited (No. 08658457)

you, your the client named on the SOW

A person includes bodies corporate or unincorporated; words preceded by including, include, in particular or the like shall be illustrative and not limit the sense of preceding words; writing or written includes fax and email.

2 Permission to use website

2.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(c) print pages from our website for your own personal and non-commercial use; providing that such printing is not systematic or excessive;

(d) stream audio and video files from our website using the media player on our website; and

(e) use our website services by means of a web browser, subject to the other provisions of these terms and conditions.

2.2 Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

2.3 You may only use our website for your own personal and business purposes; you must not use our website for any other purposes.

2.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

2.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(d) exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

2.6 Notwithstanding Section 2.5, you may redistribute our newsletter in print and electronic form to any person.

2.7 We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

3 Misuse of website

3.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(d) probe, scan or test the vulnerability of our website without our permission;

(e) circumvent any authentication or security systems or processes on or relating to our website;

(f) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(g) impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);

(h) decrypt or decipher any communications sent by or to our website without our permission;

(i) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(j) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

(k) use our website except by means of our public interfaces;

(l) violate the directives set out in the robots.txt file for our website;

(m) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

(n) do anything that interferes with the normal use of our website;

3.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.

3.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

4 Registration and accounts

4.1 You may register for an account with our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.

4.2 You must not allow any other person to use your account to access the website.

4.3 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

4.4 You must not use any other person's account to access the website, unless you have that person's express permission to do so.

5 User login details

5.1 If you register for an account with our website, you will be asked to choose a user ID and password.

5.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 8; you must not use your account or user ID for or in connection with the impersonation of any person.

5.3 You must keep your password confidential.

5.4 You must notify us in writing immediately if you become aware of any disclosure of your password.

5.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

6 Cancellation and suspension of account

6.1 We may:

(a) suspend your account;

(b) cancel your account; and/or

6.2 We will usually cancel an account if it remains unused for a continuous period of 24 months.

6.3 You may cancel your account on our website using your account control panel on the website.

7 Our rights to use your content

7.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

7.2 You grant to us a reproduce, store and, with your specific consent, publish your content on and in relation to this website.

7.3 You grant to us the right to sub-license the rights licensed under Section 7.2.

7.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 7.2.

7.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

7.6 You may edit your content to the extent permitted using the editing functionality made available on our website.

7.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

8 Rules about your content

8.1 You warrant and represent that your content will comply with these terms and conditions.

8.2 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

8.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other IPR;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be in breach of official secrets legislation;

(j) be in breach of any contractual obligation owed to any person;

(k) depict violence in an explicit, graphic or gratuitous manner;

(l) be pornographic, lewd, suggestive or sexually explicit;

(m) be untrue, false, inaccurate or misleading;

(n) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(o) constitute spam;

(p) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(q) cause annoyance, inconvenience or needless anxiety to any person.

9 Contract

9.1 Quotes are not offers capable of acceptance by you and an agreement in respect of the Services shall only come into existence in accordance with these terms.

9.2 This agreement only becomes effective (a) after signed by both parties; or (b) if sooner, after (i) you confirm in writing or orally that you agree the SOW and (ii) we confirm such agreement in writing or have commenced work.

9.3 This agreement includes these terms and the SOW. In the event of conflict, the SOW’s express terms prevail.

9.4 The terms of this agreement apply to the exclusion of any other terms which you seek to impose/incorporate or are implied by trade custom practice or course of dealing.

9.5 This agreement is the entire agreement between us. You acknowledge that you have not relied on any statement promise or representation made on our behalf that is not set out in this agreement. Neither party has any remedy in respect of any statement promise or representation not set out in this agreement.

9.6 We do not warrant that the SOW corresponds with your brief to us and any such warranty is excluded.

10 Services

10.1 Subject to payment of Fees, we will use reasonable care and skill in providing the Services and reasonable endeavours to perform to any time scales in the SOW.

10.2 You shall promptly provide requested information/materials.

10.3 We shall not be liable for delay caused by your delay in providing information/materials.

10.4 You hereby indemnify us in respect of any costs (including legal), claims, liabilities, actions or proceedings for which we may be liable as a result of you giving us defamatory illegal or infringing materials.

10.5 If you wish us to use third party IPR in the Materials, you shall comply strictly with the terms of any licence therefor. We do not warrant that such IPR does not infringe any third party’s IPR.

10.6 If we fail to provide Services our liability is limited to an amount equal to: (a) the costs incurred by you in obtaining replacement services of similar description/quality in a reasonably comparable market LESS (b) the fees you would have paid us had we provided the Services.

11 Changes

11.1 No change to the Specification shall be effective unless agreed by us in writing.

11.2 If we have started work when you wish to change the Specification you shall pay (a) the Fees in respect of milestones which are completed; and (b) on a time and materials basis in respect of uncompleted milestones subject to the requested change. We reserve the right to stop work until we have agreed what Fees and payment terms are applicable.

12 Assignment

12.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

12.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

13 Warranty

13.1 We warrant (Warranty) that for a period of 2 months from the invoice date for the Services concerned (Period), the Materials shall conform materially with the Specification when accessed in the operating systems/environments set out in the SOW.

13.2 If you notify us in writing during the Period that the Materials do not comply with the Warranty and we are given a reasonable opportunity to examine them, we shall at our option repair or replace the defective Materials or refund the price of the defective Materials. If you give notice and we find no defect, we reserve the right to charge you for our wasted costs.

13.3 We shall not be liable for the Materials not complying with the Warranty if the defect arises because: you failed to follow our instructions or good trade practice; we followed your instructions; you alter, modify, adapt or develop the Materials without our written consent; you misuse or abuse the Materials; an Event Outside our Control.

13.4 We shall not be liable to you for the Materials not complying with the Warranty, except as set out in this clause. The Warranty applies to any repaired or replaced Materials until the expiry of the Period.

13.5 All terms and conditions implied by law are excluded to the fullest extent permitted by law.

14 Title, risk & IPR

14.1 We will assign IPR of the work created in this SOW by way of our standard form of assignment;

15 Fees

15.1 You shall pay the fees set out in the SOW (on the payment terms set out in the SOW) or as otherwise agreed in writing from time to time (Fees).

15.2 All amounts (including Fees) are quoted ex VAT, which is payable in addition at the prevailing rate.

15.3 In the event that you have paid all or any part of the Fees upfront and then notify us that you no longer wish to receive the Services, we shall be entitled to retain any unused balance of such amounts on account of future services.

15.4 If you fail to make any payment by the due date for payment: We reserve the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002, accruing on a daily basis; we can terminate this agreement and/or suspend the Services; we can require immediate payment for all Fees

16 Termination

16.1 We or you may terminate this agreement by not less than 30 days’ written notice to the other (Notice).

16.2 We may cease providing Services from the date of the Notice and you shall pay (a) the Fees in respect of milestones which are completed (including research, design and preliminary drafting); (b) on a time and materials basis in respect of uncompleted milestones; and (c) subject to the following sentence, all expenses goods or services booked for your benefit before the Notice (whether or not for supply after the Notice), all of which amounts shall fall immediately due. We shall use our reasonable endeavours to cancel any expenses goods or services booked for your benefit; deposit may be withheld to cover reasonable losses, costs and expenses.

16.3 We may terminate this agreement immediately at any time by written notice if we believe (a) you are unable to pay your debts as they fall due; (b) a liquidator, administrator, administrative receiver or receiver is appointed in respect of you or any of your assets; (c) you enter any scheme, arrangement or compromise with your creditors; (d) you are the subject of a winding up petition; (e) anything analogous to the foregoing occurs in any jurisdiction.

16.4 Any client cancellation or delay after a start date has been set and or work has commenced on any order will incur the full cost of the SOW.

16.5 Postponement or cancellation of 24 hours or less prior to start time 8.00am on the specified start date will incur loss deduction of £350.00 per art worker instated to the said project; cancellation of any part of artwork is required to be paid for in the event of last minute changes post 24 hours of project start or during project.

16.6 Any issues regarding execution of artwork/lettering must be referred back to Em Williams prior to decisions being made.

16.7 Refunds will be offered solely at the discretion of Letters by Em; if cancellation is notified pre-48 hours commencement of project; preliminary design and survey works completed may be deducted.

17 Liability

17.1 Nothing in this agreement shall limit or exclude our liability for death or personal injury, fraud or for any other matter it would be unlawful for us to limit or exclude liability.

17.2 Subject to clauses 17.1 and 17.3, our total liability to you (whether in contract tort (inc. negligence) breach of statutory duty or otherwise) arising under or in connection with this agreement or the Services shall be limited to the higher of £20,000 and 150% of the Fees actually paid in the preceding 12 months.

17.3 Subject to clause 17.1 we shall not be liable to you (whether in contract tort (inc. negligence) breach of statutory duty or otherwise) arising under or in connection with this agreement or the Services for any loss of profit, loss of opportunity, indirect and/or consequential loss.

17.4 We shall not be liable for any failure or delay caused by an Event Outside our Control.

18 General

18.1 We may assign, transfer, subcontract or otherwise deal with any of our rights or obligations under this agreement. You shall not without our prior written consent, assign, transfer, subcontract or otherwise deal with any of your rights or obligations under this agreement.

18.2 We may use, publish, reproduce and disclose the Materials, your name and details of the relevant project on our website and in our publicity materials.

18.3 Notices shall be in writing addressed to a party at its registered office or other address as that party specifies in writing and given as follows (with deemed service as follows) (a) personally (when given) (b) by first-class or recorded post within the UK (two business days after posting) (c) commercial courier (when signed for) (d) fax or email (immediately, provided it is sent on a business day before 5.30pm, otherwise on the next business day), provided that in the case of fax/email no message ‘not received’ or the like is received by the sender.

18.4 To the extent any provision of this agreement is invalid, illegal or unenforceable the relevant wording shall be deemed deleted. The enforceability of the other provisions will not be affected. A waiver is only effective if made in writing. No variation shall be effective unless agreed in writing by you and us. No person other than the parties has any rights hereunder.

18.5 This agreement is governed by English law; the English courts have exclusive jurisdiction.

19 Miscellaneous

19.1 On-site fitting — Letters by Em will not be responsible for any incidental making good i.e. plastering, rendering, painting. This will be the responsibility of the Client.

19.2 Once item(s) and product(s) leave the premises we accept no responsibility for damage or loss.

19.3 Client’s insurance must cover us for works on site and the acceptance of estimates and project go ahead accepts this insurance responsibility.

19.4 Client must supply spell checked copy for design.

19.5 Sizings — Client measured sizings shall be deemed as correct; any errors in measurements that causes delay and re-working of project content is at the cost of the Client; sign panels must be measure to not include any framing unless requested so.

19.6 Glass works — Letters by Em do not accept responsibility for damage to glass. Letters by Em assumes glass is in proper condition for works to be completed on.

19.7 Glass gilding and lettering maintenance

(a) Cleaning of glass gilding/lettering must be done using a ‘soft cloth with water and 5% white vinegar, do not flood the surface’.

(b) Never use a rubber blade over glass gilding/lettering; no courtesy repairs will be undertaken if cleaning blades have been used to clean gilded/lettered windows by Letters by Em.

20 Our details

20.1 This website is owned and operated by Aves Type Limited.

20.2 We are registered in England and Wales under registration number 08658457, and our registered office is at Hunt Ford & Co., Osborne House, 143–145 Stanwell Road, TW15 3QN.

20.3 Our VAT number is 253106243.

20.4 You can contact us:

(a) by post, to the postal address given above;

(b) using our website contact form;

(d) by email, using the email address published on our website.