THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 AND CLAUSE 10 (LIMITATION OF LIABILITY).

The Customer should read these terms carefully before submitting its Project Specification to the Supplier.

In some areas, customers will have different rights under these terms depending on whether the Customer is a business or consumer. A Customer is a consumer if the Customer:

• is an individual; and
• buying services from the Supplier wholly or mainly for their personal use (not for use in connection with their trade, business, craft or profession).

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

Definitions:

• Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 5.
• Acceptance Tests: the tests to be carried out on the Site as set out in clause 5.
• Business Day: a day other than a Saturday or Sunday or public holiday in England when banks in London are open for business.
• Change Control Procedures: the procedures set out in Schedule 2.
• Charges: the charges in respect of the Services set out in the Project Specification, together with any charges arising from the Change Control Procedures.
• Commencement Date: means the date on which the Customer signs and returns the Project Specification to the Supplier, at which point and on which date the Contract shall come into existence.

• Conditions: these terms and conditions as amended from time to time in accordance with clause 25.
• Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:
  1. identified as confidential at the time of disclosure; or
  2. ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
• Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
• Customer: the person or firm who purchases Services from the Supplier.
• Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy.
• Data Subject: has the meaning set out in Article 4(1) of the GDPR.
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Materials: the content provided to the Supplier by the Customer from time to time for incorporation in the Site.
• Non-Supplier Defects: those defects described in clause 4.
• Personal Data: has the meaning set out in Article 4(1) of the GDPR.
• Phase 1: in relation to the Project Plan, the design and development of the Site as set out in the Project Specification.
• Project: the provision by the Supplier of the Services as set out in this Contract.
• Project Plan: the timetable within which the Supplier will implement the Project as set out in the Project Specification.
• Project Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
• Services: the design and development services to be provided pursuant to this Contract as set out in the Project Specification.
• Site: the website as set out in the Project Specification.
• Site Software: the software for the Site commissioned by the Customer as specified in the Project Specification.
• Site Specification: the specification for the Site as set out in the Project Specification.
• Supplier: Levente Olah trading as Paradox Graphic Designs.
• Third Party Products: those third party software products set out in the Project Specification.
• UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
• Visitor: a visitor to the Site.

1.2 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this Contract.

1.3 In the event and to the extent only of any conflict between the clauses and the Schedules, the clauses shall prevail.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract.

1.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.

1.9 Writing or written includes email.

2. Basis of contract

2.1 This Contract shall commence on the Commencement Date and be subject to termination pursuant to clause 14 (for businesses) or clause 15 (for consumers).

2.2 If the Customer is a business, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue.

2.4 Subject to earlier termination under clause 14 (for businesses) or clause 15 (for consumers), this Contract shall terminate automatically on Acceptance of the Site and payment of all outstanding sums, unless the parties agree in writing to extend the term of this Contract.

3. Scope of the project

The Supplier shall:

(a) design, develop and deliver the Site in accordance with the Project Plan; and

(b) provide the Services.

4.Customer responsibilities

4.1 The Customer acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to the Supplier. Accordingly, the Customer shall provide the Supplier with access to, and use of, all information, data and documentation reasonably required by the Supplier for the performance by the Supplier of its obligations under this

4.2 The Customer shall be responsible for the accuracy and completeness of the Materials on the Site in accordance with clause 12.

4.3 If the Customer is a business, the Customer shall appoint a project manager who shall:

(a) provide professional and prompt liaison with the Supplier; and

(b) have the necessary expertise and authority to commit the Customer.

5. Development and acceptance of site

5.1 Once the Supplier has completed design and development of the Site in accordance with Phase 1 of the Project Plan, the Supplier shall invite the Customer to attend Acceptance Tests. The procedure set out in this clause 5 shall be repeated in respect of any further development works agreed by the parties from time to time.

5.2 The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of such tests is set out in Schedule 1.

5.3 Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. The Supplier shall notify the customer in writing when the tests have been passed.

5.4 If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom the Supplier has no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. The Supplier shall provide any assistance reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay the Supplier in full for all such additional services and products at the Supplier’s then current fees and prices.

5.5 Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:

(a) the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or

(b) the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which the Supplier is ready to commence running such Acceptance Tests or retests.

6. Third party products

The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such Third Party Products is included in the Charges payable under clause 

7. Charges and payment

7.1 The Charges payable to the Supplier for the Services shall be set out in the Project Specification.

7.2 The Customer shall pay to the Supplier the Charges in the following instalments:

(a) 40% of the total sum of the Charges no later than 5 Business Days from the Commencement Date;

(b) 30% of the total sum of the Charges no later than 5 Business Days from completion of the design and development of the Site in accordance with Phase 1 of the Project Plan; and

(c) the outstanding balance of the Charges no later than 10 Business Days from Acceptance of the Site.

7.3 All Charges are inclusive of VAT.

7.4 All invoices in respect of the Charges will be sent to the Customer in advance of payment becoming due.

7.5 If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 14 or clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8. Warranties

8.1 If the Customer is a business, the Customer warrants to the Supplier that it has full power and authority to enter into and perform this

8.2 The Supplier shall perform the Services with reasonable care and skill.

8.3 The Supplier warrants that the Site will perform substantially in accordance with the Site Specification for a period of one month from Acceptance. If the Site does not so perform, the Supplier shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

8.4 The warranty set out in clause 3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any Materials.

8.5 If the Customer is a business then this Contract sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

9. Limitation of remedies and liability where the Customer is a business

9.1 This clause 9 only applies if the Customer is a business.

9.2 Nothing in this Contract shall operate to exclude or limit the Supplier’s liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(c) fraud or fraudulent misrepresentation; or

(d) any other liability which cannot be excluded or limited under applicable law.

9.3 The Supplier shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

9.4 Subject to clause 9.2, the Supplier’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total Charges payable by the Customer to the Supplier under this Contract in that calendar year.

10. Limitation of remedies and liability where the Customer is a consumer

10.1 This clause 10 only applies if the Customer is a consumer.

10.2 Nothing in this Contract shall operate to exclude or limit the Supplier’s liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982; or

(c) fraud or fraudulent misrepresentation; or

(d) any other liability which cannot be excluded or limited under applicable law.

10.3 The Supplier shall not be liable for business losses. If the Customer is a consumer the Supplier shall only supply the Services for the Customer’s domestic and private use. If the Customer uses the Site for any commercial or business purpose the Supplier’s liability to the Customer will be limited as set out in Clause 9.

11. Intellectual property rights

11.1 All Intellectual Property Rights in the Site (including in the content of the Site and the Site Software) arising in connection with this Contract shall be the property of the Supplier, and the Supplier hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.

11.2 Where the Customer is a business, the Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

11.3 The indemnities in clause 2, and clause 12.2 are subject to the following conditions:

(a) the indemnified party promptly notifies the indemnifier in writing of the claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

11.4 The indemnities in clause 2 and clause 12.2 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

12. Site content

12.1 The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

12.2 Where the Customer is a business, the Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

12.3 The Supplier may include the statement “Designed by Paradox Graphic Designs” on the home page of the Site in a form to be agreed.

13. Data protection

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 13, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

13.3 Without prejudice to the generality of clause 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this Contract.

13.4 Without prejudice to the generality of clause 1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Contract:

(a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) not transfer any Personal Data outside the European Economic Area unless the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(d) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

13.5 The Customer does not consent to the Supplier appointing any third party processor of Personal Data under this Contract.

13.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).

14. Termination of the Contract where the Customer is a business

14.1 This clause 14 only applies where the Customer is a business.

14.2 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

(b) any warranty given by the other party in clause 8 of this Contract is found to be untrue or misleading.

14.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986; or

(c) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15. Termination of the Contract where the Customer is a consumer

15.1 This clause 15 only applies where the Customer is a consumer.

15.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

(b) the Customer commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

15.3 If the Supplier terminates this Contract in the situations set out in clause 2 the Supplier will refund any money the Customer has paid in advance for the Services that have not been provided, but the Supplier may deduct or charge the Customer reasonable compensation for the net costs it has incurred as a result of the Customer’s breach of the Contract.

15.4 The Customer may terminate the Contract with immediate effect by giving written notice to the Supplier where the Customer exercises his right to change his mind under the Consumer Contracts Regulations 2013. In such circumstances, the Customer has 14 days from the Commencement Date. However, once the Services have been completed the Customer cannot change his mind, even if the period is still running. If the Customer cancels after the Supplier has started the Services, the Customer must pay the Supplier for the Services provided up until the time the Customer tells the Supplier that the Customer has changed his mind.

15.5 The Customer may terminate the Contract if:

(a) the Supplier has told the Customer about an error in the price or description of the Services ordered and the Customer does not wish to proceed; or

(b) the Customer has a legal right to end the Contract because of something the Supplier has done wrong.

In such circumstances, the Supplier will refund the Customer in full for any sums paid for any Services which have not been provided and the Customer may also be entitled to compensation under applicable law.

15.6 Even if the Supplier is not at fault and the Customer does not have a right to change his mind, the Customer may still terminate the Contract before it is completed by giving written notice to the Supplier. The Contract will end immediately and the Supplier will refund any sums paid by the Customer for Services not provided but the Supplier may deduct from that refund reasonable compensation for the net costs the Supplier has incurred as a result of the Customer ending the Contract.

15.7 If the Customer wishes to terminate the Contract, the Customer should notify the Supplier by doing one of the following:

(a) Email. Email the Supplier at [email protected] providing name and address and details of the project.

(b) By post. Complete the form at Schedule 3 and post it to the Supplier at the address on the form. Or simply write to the Supplier including details of the project and the Customer’s name and address.

16. Consequences of termination

16.1 On expiry or termination of this Contract otherwise than on termination by the Supplier under clause 2 or clause 14.3 or clause 15.2, the Supplier shall promptly return all Materials to the Customer, and shall provide to the Customer an electronic copy of the Site (including all content on the Site).

16.2 On termination of this Contract by the Supplier under clause 2 or clause 14.3 or clause 15.2, all licences granted by the Supplier under this Contract shall terminate immediately.

16.3 On expiry or termination of this Contract, all provisions of this Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

17. Change control

Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure.

18. Force majeure

18.1 If the Customer is a consumer and the supply of the Services is delayed by an event outside the Supplier’s control, the Supplier will contact the Customer as soon as possible to let the Customer know and take reasonable steps to minimise the effect of the delay. Provided the Supplier takes such action the Supplier will not be liable for delays caused by the event, but if there is a risk of substantial delay the Customer may contact the Supplier to end the Contract and receive a refund for any Services paid for by the Customer but not received.

18.2 If the Customer is a business, neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.

19. Confidentiality

19.1 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

19.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

19.3 The obligations set out in this clause 19 shall not apply to Confidential Information which the receiving party can demonstrate:

(a) is or has become publicly known other than through breach of this clause 19; or

(b) was in possession of the receiving party prior to disclosure by the other party; or

(c) was received by the receiving party from an independent third party who has full right of disclosure; or

(d) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

19.4 The obligations of confidentiality in this clause 19 shall not be affected by the expiry or termination of this

20. Communications between the parties

20.1 If the Customer is a consumer and wishes to contact the Supplier in writing or give notice in writing, the Customer should contact the Supplier in writing by email at [email protected] or by post at 14 Buxton Road, London, E15 1QU. If the Supplier needs to contact the Customer or give notice in writing, the Supplier will do so by e-mail or by pre-paid post to the address the Customer provided in the Project Specification.

20.2 If the Customer is a business, any notice given to a party under or in connection with this Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified in the Project Specification.

20.3 Any notice given under clause 2 shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

(c) if sent by email, at 9.00 am on the next Business Day after transmission.

20.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21. Publicity

All media releases, public announcements and public disclosures by either party relating to this Contract or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.

22. Assignment

Neither party may assign or transfer any of its rights or obligations under this Contract without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

23. Entire agreement

If the Customer is a business, this Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

24. Third party rights

This Contract does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

25. Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

26. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

27. Rights and remedies

Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

28. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

29. Governing law and jurisdiction

29.1 If the Customer is a consumer, this Contract is governed by English law and the Customer can bring legal proceedings in respect of the Services in the English courts. If the Customer lives in Scotland the Customer can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If the Customer lives in Northern Ireland the Customer can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts.

29.2 If the Customer is a business, this Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Schedule 1 Acceptance tests

The acceptance procedure shall be as follows:

a)      when the Supplier considers the design and development of the Site to be completed in accordance with Phase 1 of the Project Plan, the Site will be uploaded to a test domain for the Customer to preview and the Customer will receive notification by telephone or email;

b) the Customer will have 10 Business Days from the notification to carry out an appraisal of the Site to ensure that it conforms to the Project Specification and inform the Supplier of any changes required to correct any errors;

c) the Supplier will use reasonable endeavours to carry out any agreed amendments to the Site within 10 Business Days;

d) the Customer will then have a further 10 Business Days to appraise the changes to the design and inform the Supplier of any errors in the changes. After this period the Site is considered to be accepted.

Schedule 2 Change control procedure

1. The Supplier and the Customer shall discuss any change to  the scope of the Services (Change) proposed by the other and such discussion shall result in either:

(a) a written request for a Change by the Customer; or

(b) a written recommendation for a Change by the Supplier,

or, if neither the Customer nor the Supplier wishes to submit a request or recommendation, the proposal for the Change will not proceed.

2. Where a written request for a Change is received from the Customer, the Supplier shall, unless otherwise agreed, submit a Change control note (CCN) to the Customer within the period agreed between them or, if no such period is agreed, within 5 Business Days from the date of receipt of such request for a Change, or inform the Customer that the Supplier is not able to comply with such written request for a Change.

3. A written recommendation for a Change by the Supplier shall be submitted as a CCN direct to the Customer at the time of such recommendation.

4. Each CCN shall contain:

(a) the name of the Customer;

(b) the date of the request or recommendation for the Change;

(c) the reason for the Change;

(d) the full details of the Change, including any specifications and user facilities;

(e) the price, if any, of or associated with the Change;

(f) a timetable for implementation, together with any proposals for acceptance of the Change;

(g) the impact, if any, of the Change on other aspects of this Contract, including:

(i) the Charges; and

(ii) the contractual documentation;

(h)the date of expiry of validity of the CCN (which shall not be less than 7 Business Days); and

(i) provision for signature of the CCN by the Customer and the Supplier.

5. For each CCN submitted, the Customer shall, within the period of validity of the CCN as set out in paragraph 4(h) of this Schedule 2:

(a) evaluate the CCN, and as appropriate either:

(i)request further information; or

(ii)approve the CCN; or

(iii)notify the Supplier of the rejection of the CCN; and

(b) if approved, sign the CCN. The signing of the CCN shall signify acceptance of a Change by both the Customer.

6. Once the CCN has been signed by the Customer and the Supplier, the Change shall be immediately effective and the Customer and the Supplier shall perform their respective obligations on the basis of the agreed amendment.

Schedule 3 Cancellation form for consumer contracts

(Complete and return this form only if you are a consumer and wish to withdraw from the contract)

To Levente Olah trading as Paradox Graphic Designs of 14 Buxton Road London, E15 1QU (email address: [email protected])

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s)

Date

[*] Delete as appropriate