1.1. This text (together with any documents referred to in it) tells you the terms and conditions upon which we sell and supply the services listed on this website to you. Before confirming your order please:
1.1.1. Read through these terms and conditions and in particular the limitation of our liability and your indemnity at clause LIABILITY AND INDEMNITY.
1.2. By ordering any of the Services listed on this Website, you agree to be legally bound by these Conditions.
1.3. We reserve the right to revise and amend the Website, our disclaimers and the Conditions at any time without notice to you. Your continued use of the Website following a change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether we have changed these Conditions.
2. ABOUT US
2.1. This Website is owned and operated by Wonder Vision Limited (‘we’/’us’/’our’), a limited company registered in England and Wales under company number: 7387541 having our registered office at Wonder Vision, 167 City Road, Shoreditch, London EC1V 1AW. Our VAT Number is: GB998674822.
3.1. You agree that email and other electronic communications can be used as a long-distance means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
4.1. Each party (‘the receiving party’) undertakes that for a period of three years from the date of disclosure it will treat the other party’s (‘the disclosing party’s) information marked ‘confidential’ with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices.
4.2. The receiving party will not intentionally disclose the disclosing party’s confidential information to third parties other than those of its employee’s, consultants and sub-contractors who need to have such information for the purposes of this agreement, and shall ensure that such recipients shall be bound by the same confidentiality obligations as are set out in this clause.
4.3. This undertaking does not extend to information which was already known to the receiving party prior to disclosure, which is or becomes public knowledge, or which is disclosed by the disclosing party to a third party without any obligations of confidentiality, nor shall it be interpreted as preventing the receiving party from using general technical know-how acquired as a result of its activities pursuant to this agreement provided that there is no breach by the receiving party of this clause.
5. OVERSEAS ENQUIRIES
5.1. We may accept your enquiry if you are resident outside the European Economic Area (EEA), subject to reserving a right to amend the specifications or standards of the Services offered on the Website and/or these Conditions or to refuse to accept an order for our Services from you, if it will put an excessive strain on our business or if we have an objective reason for doing so. If we accept your order, you will be liable to pay for all and any additional costs that we incur in order to facilitate your order. You will have an opportunity to cancel your order in case the additional costs are not acceptable.
5.2. If we agree to supply any Services ordered from the Website for delivery outside the United Kingdom they may be subject to import duties and/or additional taxes or expenses incurred due to complying with foreign regulatory requirements or laws. You will be responsible for payment of any such duties and/or taxes in addition to our price including VAT. Please note that we have no control over these charges and cannot predict their amount.
5.3. You must comply with all applicable laws and regulations of the country for which the Services are destined. We will not be liable for any breach by you of any such laws
6.1. The prices of our Services are quoted individually.
6.2. Unless otherwise stated, the prices quoted exclude VAT which will be added at the current rate, to the total amount due from you.
6.3. The prices quoted by Wonder Vision are valid for 14 days from the date shown on the quotation.
7.1. Terms of payment are explained in the Invoice along with details of methods of payment.
7.2. By placing an order, you consent to payment being charged as per the amount provided on the invoice.
7.3. Payment must be made in accordance with the Invoice except where exceptional credit terms have been approved by Wonder Vision. Our credit terms are detailed within the Invoice. We reserve the right to charge interest @ 3% per month over bank base rate on overdue accounts. In this case the you will be responsible for all collection fees.
7.4. Any cancellation of any order by the Client must be in writing, and agreed as cancelled also in writing by the Company. In case of cancellation, the Client will be liable to pay for any Services already provided prior to service of the cancellation notice.
7.5 Paying the initial deposit Invoice is deemed as acceptance of these Conditions and that all the details you provide to us for the purpose of purchasing the Services are correct and that there are sufficient funds available to cover the cost of the Services ordered.
8. ORDER PROCESS AND FORMATION OF A CONTRACT
8.1. Any purchase order placed by you constitutes an offer to purchase the Services from us. We will acknowledge your order.
8.2. A contract between you and us (the ‘Contract’) incorporating these Conditions will subsist after we have confirmed that we shall be providing the requested Service. The Order Acknowledgement Contract will amount to an acceptance of your offer to buy the Services from us. The Contract will only be formed when we send you confirmation that we shall provide the requested services. (Whether or not you receive it).
8.3. The Contract will relate only to the Services stated in the Order Acknowledgement Contract. We will not be obliged to supply any other Services which may have been part of your order until we have sent you a separate Order Acknowledgement Contract relating to it.
9.1. We may where appropriate and at our option, deliver all or part of the Services, to the email address you supplied or such other email address that we agree to use to communicate with you.
9.2. Any dates quoted for completing performance of the Service are approximate only.
10. CLIENT OBLIGATIONS
10.1. To co-operate with Wonder Vision and provide (within sufficient time) Input Resources required by the Company in all matters relating to the delivery of the Deliverables.
10.2. To provide complete and accurate information relating to the services required from Wonder Vision;
10.3. Not approach, solicit, nor offer an employee or consultant of Wonder Vision employment or consultancy work for 3 years from either the; client terminating their relationship with Wonder Vision; or Wonder Vision employee / consultant ceasing to be engaged by Wonder Vision.
10.4. The Client is not entitled to reject any Content/ Imagery where there is no defect but the style of the visual does not necessarily correlate to the Client’s requirements where those requirements have not been disclosed.
11. INTELLECTUAL PROPERTY
11.1. The content of the Website is protected by copyright (including design copyrights), trade marks, patent, database and other intellectual property rights and similar proprietary rights which include, (without limitation), all rights in materials, works, techniques, computer programs, source codes, data, technical information, trading business brand names, goodwill, service marks utility models, semi-conductor topography rights, the style or presentation of the goods or services, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research effort relating to Wonder Vision Limited moral rights and any similar rights in any country (whether registered or unregistered and including applications for and the right to apply for them in any part of the world) and you acknowledge that the intellectual property rights in the material and content supplied as part of the Website shall remain with us or our licensors.
11.2. You may download or copy the content and other downloadable items displayed on the Website subject to the condition that the material may only be used for personal non-commercial purposes. Copying or storing the contents of the Website for other than personal use is expressly prohibited.
11.3. You may retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website.
11.4. You acknowledge that any other use of the material and content of this Website is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works from such material and content.
11.5. No licence is granted to you in these Conditions to use any of our trade marks or those of our affiliated companies.
12. SOURCE CODE
12.1. All copyright and rights to the source code in any websites and software developed by Wonder Vision (including without limitation sql, .net, flash, asp, java, visual basic or any other development language) belong to Wonder Vision.
13. LIABILITY AND INDEMNITY
13.1. Notwithstanding any other provision in the Conditions, nothing will affect or limit your statutory rights; or will exclude or limit our liability for:
13.1.1. Death or personal injury resulting from our negligence.
13.1.2. Fraud or fraudulent misrepresentation.
13.1.3. Action pursuant to section 2(3) of the Consumer Protection Act 1987.
13.2. We will not be liable if the Website is unavailable at any time. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the Website and we accept no liability of any kind for any loss or damage resulting from action taken in reliance on material or information contained on the Website.
13.3. We will use all reasonable endeavours to carry out our obligations within a reasonable period of time but will not be liable to you for any loss, costs or expenses arising directly or indirectly from any delays in doing so. We will not be liable, in contract or tort (including, without limitation, negligence), or in respect of pre-contract or other representations (other than fraudulent misrepresentations) or otherwise for:
13.3.1. any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings and any other consequential loss); or
13.3.2. any loss of goodwill or reputation; or
13.3.3. management or office time.
14. FORCE MAJEURE
14.1. We shall have no liability for delays or failures in delivery or performance of our obligations to you resulting from any act, events, omissions, failures or accidents that are outside of our control (‘Force Majeure’), which, without limitation, include:
14.1.1. Private or public telecommunication, computer network failures or breakdown of equipment.
14.1.2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
14.1.3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or extreme weather conditions.
14.1.4. Acts, decrees, legislation, regulations or restrictions of any government
14.2. Our performance will be deemed to be suspended for the period that the event of Force Majeure continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to minimise any delay caused by Force Majeure or to find a solution by which our obligations may be performed despite the Force Majeure event. We shall promptly notify you of any Force Majeure event giving details of it and (where possible) the extent and likely duration of any delay.
16. THIRD PARTY RIGHTS
16.1. Except for our affiliates, directors, employees or representatives, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
17. EXTERNAL LINKS
17.1. To provide increased value and convenience to our users, we may provide links to other websites or resources for you to access at your sole discretion and risk. You acknowledge and agree that, as you have chosen to enter the linked website we are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable in any way, whether directly or indirectly, for:
17.1.1. The privacy practices of such websites
17.1.2. The content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources.
17.1.3. Any damage, loss or offence caused or alleged to be caused to you, arising from or in connection with the use of or reliance upon any such advertising, content, products, goods, materials or services available on and/or purchased by you from such external websites or resources.
18. LINKING TO THE WEBSITE
18.1. Established from a website or document that is owned by you and does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the UK and the law in any country from which they are hosted.
18.2. Provided in such a way that is fair and legal and does not damage our reputation or take advantage of it.
18.3. Established in such a way that does not suggest any form of association,
19. ENTIRE AGREEMENT
19.1. The Contract represents the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
19.2. We each acknowledge that, in entering into a Contract, neither of us has relied on any express or implied representation, undertaking or promise given by the other from anything said or written in any negotiations between us prior to such Contract except as has been expressly incorporated in such Contract.
20.1. We reserve the right to change the domain address of this Website and any services and availability at any time.
20.2. All prices and descriptions supersede all previous publications. All service descriptions are approximate.
20.3. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected.
20.4. All Contracts are concluded and available in English only.
20.5. Any Contract between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
20.6 Product names, logos, brands and any other trademarks featured or referred to within the wonder-vision.com or wonder-vision.co.uk websites are the property of their respective trademark holders.
21. GOVERNING LAW AND JURISDICTION
21.1. The Website is controlled and operated in the United Kingdom.
22.2. The Conditions and any Contract brought into being as a result of usage of this Website will be governed by the laws of England and Wales and you irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.