Terms of & Conditions of Business
Quadrant2Design® is the trading name of Exhibit-UK.Net Limited, registered
in England and Wales with company number 3993526, whose office is at
Unit H3 The Fulcrum, Vantage Way, Poole, Dorset, BH12 4NU, United Kingdom.
1. Application of Terms & Conditions of Business:
Quadrant2Design® shall supply, and the client shall purchase, Products and Services in accordance with the accepted quotation which shall be subject to these Terms and Conditions, and the contract shall be to the exclusion of any other terms and conditions made by the client.
2. Terms of Payment:
Clients are required to pay 100% of the invoiced value for Products and Services before production commences, or before installation/despatch takes place.
Dependent upon the type of project, and its agreed timescale, payment may be made in two stages, as detailed below.
Goods cannot be released, and stands cannot be installed until Quadrant2Design® is in receipt of cleared funds in its bank account according to these terms.
Payment may be made by electronic bank transfer, or by posting a company cheque, to the above address, marked for the attention of ‘The Finance Manager’.
Credit and Debit Card payments are also accepted but are subject to a £500.00 maximum value, inclusive of UK VAT at the current rate (£416.66 net of UK VAT).
It is a client’s responsibility to ensure that bank or commission charges for international money transfers are not deducted from the invoice total, but are paid by a client before transmission. A separate PDF accompanies Quadrant2Design® ‘s invoice with full bank account details, SWIFT and IBAN numbers. Note: if bank charges are deducted from Quadrant2Design® ‘s invoice, a £25.00 + VAT additional fee will be applied to the original invoice value.
Payment Terms for Buy2self-build projects, Hire2self-build projects, graphics production, or purchase of hardware:
One invoice for the whole project value is issued on receipt of a written instruction to proceed. 100% + VAT payment (cleared funds in our bank) is due by return before work commences or goods are dispatched.
Payment Terms for Free2hire stand installations, and production of graphics for Free2hire projects:
For stand installations, which may also include the production of some/all-new graphics,
100% + VAT pre-payment is required before installation takes place, and becomes due dependent on the following timescales:
I. With more than 8 weeks’ lead time before the event:
Two invoices are issued. The first invoice for 50% + VAT of the project value is issued on receipt of a written instruction to proceed; payment is due by return. The second invoice for the 50% + VAT balance is issued 8 weeks before the event; payment of this invoice is due minimum 4 weeks before the event.
II. Between 6- and 8-weeks’ lead time before the event:
One invoice for the total value of the project is issued on receipt of a written instruction to proceed.
50% + VAT payment of the total invoice value is due by return on receipt of invoice.
The 50% + VAT balance is due minimum 3 weeks before the event.
III. Less than 6 weeks’ lead time before the event:
One invoice for the total value of the project is issued on receipt of a written instruction to proceed.
The invoice is due for payment in full by return.
2. Written ‘Instruction to Proceed’ and Purchase Order(s):
A written ‘Instruction to Proceed’ by email or paper copy detailing the work to be carried out and specifying the agreed price, signed by a person authorised by their company to place an order, is required before we commence work on a project.
A written Instruction to Proceed, and a Purchase Order(s) (for companies that issue them), constitute a legal contract of services between Quadrant2Design® and the issuing organisation based on the terms of this document.
3. Definition of ‘Payment’:
The term ‘payment’ means cleared funds visible in our bank account. We cannot accept remittance advice notes, bank transmission documents, or any other bank documentation as proof of payment.
4. Late Payment:
It is the responsibility of the client to make a payment or transfer funds in good time in order to avoid delays or project cancellation. A late payment fee of 3.5% will be applied to any invoice for which cleared funds have not been received in accordance with the above payment schedules. In the case of stand installations where the project value is split 50/50, the late payment fee will be applied to the value of the invoice, or value of the portion of the invoice, which has not been paid, not to the value of the entire project.
5. Withholding of a project, product, or service, caused by failure to receive payment:
Quadrant2Design® reserves the right to withhold installation or delivery of a project, products or services if it does not receive payment as cleared funds before the agreed and notified ‘deadline’ for delivery or installation. The ‘deadline’ means the latest opportunity available for executing delivery or commencing travel to an installation venue. In such circumstances, the invoice stands, and Quadrant2Design® does not accept liability for any losses, financial, consequential, or otherwise, caused by withholding a project, delivery, or stand installation.
All estimates and quotations, unless otherwise stated, exclude UK VAT.
Overseas customers: UK VAT will NOT be applied to your invoice provided that:
I. The client provides its company VAT number in its country (outside the UK)
II. Quadrant2Design®’s invoice is addressed to the client company’s name and postal address in its country (outside UK)
III. Payment received into Quadrant2Design®’s bank account originates from a bank account outside the UK.
In instances as described in iii above, if funds received into Quadrant2Design®’s bank account originate from a client bank account within the UK, UK VAT will be applied to the invoice retrospectively at the current rate, and the invoice will be resubmitted to the client for payment.
I. Quotations supplied by Quadrant2Design® are valid for thirty days from the date of issue.
II. Free2hire™ quotations: unless otherwise stated, and with the exception of the printed graphics panels, any items detailed in a quotation on the Free2hire™ plan are not offered on an ownership basis, and therefore remain the property of Exhibit-UK.Net Ltd. t/a Quadrant2Design®. Free2hire™ projects operate for the open days of a client’s event; all materials and items are brought back to Quadrant2Design® premises immediately after the event closes.
III. Quotations including our Graphic Design/artworking service: Unless otherwise stated, any quotation that involves graphic design or creative artworking work does not include: logo creation; the origination or purchase of images or vector artwork; extensive Photoshop retouching; extensive photo-montaging.
8. Cancellation of job(s):
Where Quadrant2Design® has received a written Instruction to Proceed and/or a Purchase Order, and an exhibition stand project, suite of projects, or exhibition stand installation, is subsequently cancelled by the client, the following charges will apply at the point of cancellation:
I. a minimum of 50% (fifty per cent) of the agreed price of the entire job(s) (for the avoidance of doubt,
not 50% of a 50% deposit amount), plus the associated input VAT at the current rate.
In addition to the 50% minimum charge, at the point of cancellation, Quadrant2Design® also reserves the right to:
II. Charge for printed graphics already produced (or part produced), and other media or consumables that have been ordered or used in the production of the job, at the full selling price.
III. Charge for products or services ordered in the execution of the job, at the full selling price.
IV. Charge for any other associated or ancillary costs incurred in the execution of the job, including time spent on management and planning tasks, at the full selling price.
9. Ownership of stand designs, drawings, plans and visuals:
Quadrant2Design® retains full and complete ownership of 3D structural designs and graphic design content that we produce for a project, and subsequently emails or otherwise transmits, or sends by post, to a customer or prospective client for the purposes of approval or for general information. It is an offence under the Copyright, Designs and Patents Act 1988 (CDPA) to pass on, communicate or otherwise transmit any design from Quadrant2Design® to any third party; and in particular to other exhibition companies. Quadrant2Design® will vigorously pursue breaches of copyright through the Intellectual Property Enterprise Court.
10. Ownership of goods:
Quadrant2Design® retains ownership of all products and materials supplied until full and final payment has been received. It retains the right, in exceptional circumstances where payment is late or considerably overdue, to seek to recover graphics panels and other products or materials from the client we have supplied, or from a third-party, if those products or materials have been passed on to another business or organisation.
11. Use of designs and photographs for marketing purposes:
Quadrant2Design® retains the right to use all design visuals and 3D CAD designs it produces for clients or prospective clients for its own marketing and advertising purposes. During the course of manufacture, production and installation and during the open days of a show Quadrant2Design® may take photographs of the exhibition stand or display which it retains the right to use for its own marketing and advertising purposes.
12. Adherence to agreed schedules:
Quadrant2Design® will issue a timeline schedule detailing key project ‘milestones’ such as approval deadlines, delivery of artwork, the timing of purchase orders, print deadlines, pre-payments and other critical events
in the life-cycle of a project. The agreed schedule constitutes part of the contract between the client and Quadrant2Design®. A client’s failure to cooperate with the schedule, and missing deadlines, can have serious consequences, and in extreme circumstances, could result in Quadrant2Design® failing to deliver or install a project altogether. In such circumstances, Quadrant2Design® does not accept any liability, financial, consequential or otherwise, for a client’s failure to meet deadline(s), and any resulting failure by Quadrant2Design® to deliver or install a project according to the agreed schedule.
13. Failure to adhere to agreed schedules:
A client’s failure to adhere to an agreed schedule may result in Quadrant2Design® incurring overtime costs in order to meet an agreed deadline, or timely delivery or installation, of a project. Any such overtime working is charged to the client at the rate of £60.00 + VAT per hour or part hour. In such circumstances, a quotation will be issued to the client detailing the number of overtime hours to be worked, and the cost of the work required to achieve a timely outcome in advance of any work commencing, or cost being incurred.
14. Working days requirements:
In some quotations, Quadrant2Design® states an estimated ‘working days requirement’ to execute a project from receipt of completed, approved and correctly formatted artwork. If the client requests Quadrant2Design® to undertake the work in a shorter timeframe, Quadrant2Design® reserves the right – with prior consent – to charge over and above its estimated costs in order to recover overtime and other extra costs incurred in meeting the client’s foreshortened deadline.
Overtime costs are charged at £60.00 + VAT per hour or part hour.
15. Changes to CAD designs after CAD approval:
‘CAD approval’ is an important step in the production approval process. It requires the client to authorise or ‘sign-off’ the exact structure of the stand design shown in the CAD designs and plans. Once ‘CAD approval’ has been given by the client, any further CAD design changes requested by the client are charged at £60.00 + VAT per hour or part hour, and a minimum charge of £60.00 + VAT.
16. Reasonable access, scheduling and logistical arrangements for installations & dismantles (Free2hire™):
Quotations including stand installation and dismantle assume an individual project involves access times and logistical factors that are normal and reasonable for exhibition venues and exhibition work. This is because it is not possible to research all logistical issues such as timings, working hours, parking, loading and other restrictions for each project at the time of quotation, although Quadrant2Design® will take all reasonable measures to research such factors.
If the event organisers, or venue management, impose unusual or unreasonable restrictions or other logistical obstacles, or onsite third party contractors upon which the stand-build is reliant, cause unforeseen or unnecessary delays outside of Quadrant2Design®’s control, and that causes Quadrant2Design® to incur extra cost to complete a project on time, Quadrant2Design® reserves the right to increase the project price over and above the original quoted value to recover its extra unforeseen costs.
Some reasons why this might happen (the list is not exhaustive):
• Unreasonably short build-up or installation times
• Requirement to park an unreasonable distance from the venue
• No parking at the venue for installation vehicles
• Central city venues with no parking, very restricted parking, and/or very high parking costs
• Difficulty in loading or access (e.g. 2nd floor with no goods-lift)
• Last-minute diversions by organisers or venue management to different vehicle parking locations
• Organisers or venues allowing the dumping of heavy machinery or other items on a client’s stand-space and ignoring requests to have it removed to allow work to commence.
• On-site third party contractors failing to complete their assigned task(s) on time e.g. electric supply; internet connection; carpet/floorcovering supply/fitting; overhead banner rigging
17. Print-ready artwork presented by a client or client’s graphic designer:
It is a client’s responsibility to ensure artwork submitted to us as ‘print-ready’ is set up correctly, contains files that are suitable for large format output, and is presented with PDF proofs. The artwork must be set up according to the 2D panel plans and panel positioning plans provided by Quadrant2Design®, and is correctly placed into the InDesign artwork templates, also provided by Quadrant2Design®.
Quadrant2Design® will endeavour to identify any technical, file, or set up issues as part of its file checking procedure before going to print, but cannot accept responsibility for unsuitable or incorrectly set up artwork, and reserve the right to charge full price for panel re-prints required as a result.
18. PDF proofing:
From client-supplied artwork, PDF proofs and an approval form will be emailed back to the client. The PDF proofs must be examined carefully, and it is a client’s responsibility to approve the final design and layout for print by completing and signing the approval form and emailing it to Quadrant2Design®.
Quadrant2Design® cannot start graphics production until the completed, signed approval form has been returned.
19. Print proofing:
Quadrant2Design® produce test print proofs for in-house use, to ensure the following:
• Any specified Pantone colours are produced to the best CMYK match it is possible to achieve
• The content of the artwork to be printed matches the on-screen print proofs
• The content of the artwork to be printed matches the artwork in the InDesign templates
20. Absence of proofs with artwork:
Quadrant2Design®reserves the right to make an extra charge of £60.00 + VAT to produce PDF or printed digital proofs, where artwork has been supplied without these vital elements.
21. Colour accuracy:
Quadrant2Design® uses industry-standard CMYK large format printing process. In the case of artwork supplied to it by the client (or their designer or design agency), it is imperative that it has been correctly prepared and formatted in compliance with Quadrant2Design®’s Artwork Setup Guide; be setup as 4-colour CMYK, Pantone or spot-colour; and PDF proofs are supplied of every graphic panel to be printed. PDF proofs must have any important pantone colour noted on the proof so that Quadrant2Design® can check accuracy when printed. Print produced using
The 4-colour process will not always result in accurate matching to pantone colours. In such circumstances, Quadrant2Design®will use their judgment and experience to achieve the best possible result.
22. Colour-matching new graphics to existing graphics:
Quadrant2Design® is often asked to print and finish a new graphic panel(s) to match an existing set of graphics produced by Quadrant2Design®. It must be noted that it is rarely, if ever, possible to achieve an exact colour-match. This is due to the varying nature of ink pigments and dyes over time, and the age of the existing graphics. The accuracy of a colour-match can also be dependent upon the content and colour palette of the artwork in question. Colour-matching is a time-consuming process involving the production of numerous ‘fully finished’ test prints. For this reason, there is a fixed charge of £110.00 + VAT for this service.
Quadrant2Design® needs at least one panel of the set that is to be colour-matched to be sent to its premises at the client’s cost to enable the process to take place. If an individual panel is to be replaced, the graphic panel in question, along with any immediately adjacent graphic panels will need to be sent, at the client’s cost.
If an exact-colour match is required, we recommend reprinting the complete set of graphics.
Unless otherwise stated, all estimates and quotations specifically exclude delivery costs. Delivery is by the least-cost means available, commensurate with a client’s stated requirements and schedules. Quadrant2Design® accepts no liability for loss, financial, consequential, or otherwise caused by late delivery or failure to deliver.
24. Overseas delivery or shipping:
Quadrant2Design® does not undertake overseas deliveries on behalf of clients. Clients are requested to make their own arrangements for overseas deliveries with their own nominated contractor. Where an overseas delivery of goods is required, Quadrant2Design® will make the goods ready for despatch by the client’s nominated contractor.
Extra charges may apply if a specific packaging method, or packaging materials, are required to comply with a logistics contractor’s requirements, or the requirements of a destination country.
25. Weights & Dimensions of Prestige Events System equipment and transit cases (Buy2Self-Build™ and Hire2Self-Build™):
It is a client’s responsibility either to weigh items themselves or have them independently weighed, prior to shipping or onward delivery. Quadrant2Design® can provide estimated weights of goods prior to despatch but accepts no responsibility or liability for any additional cost incurred by a client due inaccuracies or variations in indicated weights.
26. Limit of liability:
Quadrant2Design® makes strenuous efforts to deliver the best quality results on time every time. However, its liability for damaged, imperfect, substandard or incorrect goods is limited to the actual cost only of the physical materials and items supplied. Quadrant2Design® does not accept, under any circumstances, liability for third party or consequential loss or damage caused by the above, or by any other reason.
Complaints should be notified to Quadrant2Design® in writing within 7 days of receiving materials, or 7 days after the end of an event. Quadrant2Design® requires the exhibition materials to be returned for inspection at a client’s cost. Quadrant2Design® will then inspect the materials and report back to the client at the earliest opportunity.
28. Audio-visual and I.T. equipment compatibility (Free2hire™, Buy2self-build™ or Hire2self-build™):
It is a client’s responsibility to ensure audio-visual equipment, laptops, tablets, computers, monitor screens, projectors, or any other digital devices supplied by the client, or sourced from a third-party provider, for use with their exhibition stand, are compatible with the hardware mountings and fixings supplied with the Prestige Events System. It is a client’s responsibility to supply or provide all necessary screws, bolts, mounting plates, other fixings, and tools, required to connect, fasten, or mount, any such equipment to the hardware or brackets provided by Quadrant2Design®. Quadrant2Design® will provide all necessary technical specifications and data for the equipment it will provide prior to the event to enable the client, or their nominated provider, to source the compatible items and accessories required. Quadrant2Design® accepts no liability for any extra or unforeseen costs incurred to remedy situation whereby components are absent or incompatible, or for any loss, financial, consequential or otherwise, caused by the absence, or lack of compatibility, of such items.
Where Quadrant2Design® is undertaking installation and dismantle of a client’s exhibition materials or graphics which have been produced, supplied or manufactured by Quadrant2Design®, the exhibition stand hardware and graphics are covered by its insurance during the periods they are in Quadrant2Design’s® possession and care. This includes ‘in transit’ to and from the venue, and during the stand build-up and installation until the point of official handover; again, when its installers arrive at the exhibition stand at the close of the event to dismantle it. Any loss or damage to the exhibition stand hardware, graphics, client’s materials or other related items, during the open periods of the event until our installers arrive on the stand site for the dismantle remain the responsibility of the client. Quadrant2Design® accepts no responsibility for loss, damage, or theft of items belonging to a client from a client’s stand when an event has closed and our installers’ arrival at the stand has been delayed for any reason, foreseen or unforeseen. Quadrant2Design® will endeavour to notify a client in the event of such a delay, but is not bound to do so.
30. Clients’ liability for Hire2self-build™ stand items and Free2hire™ stand items:
Any loss or damage of Hire2self-build™ hardware items, or Free2hire™ hardware items that occurs while the items are at a client’s premises, on their exhibition stand, in transit, or otherwise in their possession or care, is fully chargeable to the customer at the full retail selling price of the relevant items.
31. Handling of clients’ own materials:
Quadrant2Design® does not accept/receive, handle, temporarily hold, store, or transport materials of any description belonging to a client, other than Prestige Exhibition Stand components, graphics & accessories. There are no exceptions to this clause without the prior agreement and written consent of a Director of Quadrant2Design®.
32. Liability for clients’ own materials:
Quadrant2Design® accepts no liability for loss or damage, howsoever caused, to a client’s own exhibition equipment (other than Prestige Exhibition Stand components, graphics & accessories), marketing materials, promotional items, literature, product samples or any other items that it may agree to receive, handle, store, transport or hold on a client’s behalf in preparation for use at an event or installation.
In such circumstances, it is the responsibility of a client to arrange appropriate insurance cover at its own expense.
Any materials or items belonging to a client held at Quadrant2Design®’s premises, or transported in one of its vehicles, is not insured under Quadrant2Design®’s Combined Business or Goods in Transit policies.
33. Treatment of clients’ own materials at the dismantle of a stand (Free2hire™):
Quadrant2Design® requires a client to remove all of its own personal belongings, marketing materials, promotional items, literature, product samples, or any other items belonging to a client, away from their stand space and venue location at the end of an exhibition or event. Quadrant2Design® accepts no responsibility or liability for loss of, or damage to, any such items or materials left on a stand space or at a venue location at the end of an exhibition or event. (see also clause 29).
34. Storage/Treatment of graphics (Free2hire™, Hire2self-build™):
It is normal practice for Quadrant2Design® to receive (following Hire2self-build) or take back to its premises (following an installation) a client’s exhibition graphics panels and other exhibition materials after an event.
Graphics panels must be packed in high-density cardboard drums for transit and long-term storage. The graphics drums are supplied by Quadrant2Design. Maximum x8 graphics panels are packed in an individual drum; nominal dims. of a drum are 1100mm high x 400mm diameter; nominal weight of x1 drum containing x8 graphics panels does not exceed 20kgs. The selling price of an individual drum is £35.00 + VAT.
Before the event takes place Quadrant2Design® requires confirmation from a client of what to do with the graphics after the event has finished, according to one of the three options below:
I. The graphics have no further use; Quadrant2Design® is to dispose of them on a client’s behalf and at the client’s cost. A quotation will be provided prior to the event, and prior to disposal.
II. The graphics are to be delivered to a client’s premises for ‘self-storage’ at the client’s cost.
A quotation for delivery will be provided prior to the event, or a client may make their own arrangements for collection from Quadrant2Design®’s premises. The actual number of drums required for a client’s graphics will be notified to the client at the same time as the delivery quotation.
III. Quadrant2Design® stores a client’s graphics at its premises.
While a client’s graphics are in storage at Quadrant2Design®, the high density storage drums in which the graphics are packed are provided free of charge as part of the storage service.
From 01 December 2020, and until further notice, storage costs are as follows:
• £120.00 + VAT per graphics drum per calendar year (£10.00 + VAT per drum per calendar month, or part month)
• A minimum charge of x3 drums per year applies: £360.00 + VAT.
• A storage periods commences the day after the last open day of a client’s first event.
• Storage is invoiced per calendar year, in full in advance, and is due for payment in full by return.
• One calendar month’s notice is required to cancel the storage service before the end of the one year term, or at any time within a calendar year term. If notice is given before the end of a calendar year term, any future whole (unused) calendar month charges will be refunded; a part month at the end of the one calendar month notice period will not be refunded.
At the end of a paid storage contract, options i. or ii. above will apply in relation to what happens to the graphics.
If Quadrant2Design® does not receive instructions and agreed payment regarding treatment of a client’s graphics (after the event) at least one week before the event begins, Quadrant2Design® reserves the right to dispose of the graphics and any other materials without further notice or reference to the client 14 days after the event has ended. In such circumstances Quadrant2Design® accepts no liability for the loss or cost of the graphics and/or other materials.
35. Exhibition stand installations; exporting and importing and transporting goods outside the European Union (Free2Hire™, Buy2Self-Build™ or Hire2Self-Build™):
Quadrant2Design® quotations do not include export, import, or transport tariffs or costs relating to the movement of goods into or out of countries outside the European Union. Any such costs are the sole responsibility of a client, and must be paid by it directly to the appropriate agency or authority.
Exhibition stand installations, exporting and importing and transporting goods to/from the European Union after Brexit (Free2hire™, Buy2self-build™ or Hire2self-build™):
At the end of the BREXIT transition period on 31 December 2020, there may be changes to UK-EU trade at the UK border including on customs, tariffs, VAT, safety and security, documentation, vehicle standards, and controlled products.
On 31 December 2020 the UK will leave the EU single market and Customs Union. Depending on the type of agreement the UK reaches with the EU, businesses may be required to follow customs procedures in the same way they currently do when exporting goods to a non-EU country.
In such circumstances, Quadrant2Design’s® Terms of Business will apply as if a project were taking place outside of the EU single market and Customs Union, according to point no. 33 in these Terms of Business.
Responsibility, liability, and loss after the end of the Brexit transition period on 31 December 2020:
Quadrant2Design® accepts no responsibility or liability for additional unforeseen costs over and above its quoted prices in the execution of projects arising as a result of no agreement, or the type of agreement the UK reaches with the EU at the end of the transition period. Any unforeseen costs arising in such circumstances will be a client’s liability, and will be passed on to (or settled directly by) our client at direct cost, without any mark-up or administration fee from Quadrant2Design®. Such costs will include border administration or documentation charges including Carnets and Commercial Invoices; administration costs for obtaining emergency visa or passport documentation; additional labour overtime, accommodation and subsistence costs as a result of border, vehicle, airport, or transport delays or cancellations. This list is not exhaustive.
Quadrant2Design® accepts no responsibility or liability for delays, disruption to schedules, failed deliveries,
or failed installations arising as a result of no agreement, or the type of agreement the UK reaches with the EU after the end of the transition period. Nor does it accept responsibility or liability for consequential loss as a result of late or failed deliveries or installations due to the same reasons.
37. Important information for clients who own and self-build their Prestige System exhibition stand (Buy2self-build):
I. Pre-build and testing of the stand after the first event:
Quadrant2Design® always carries out a 100% pre-build of an exhibition stand before dispatch and before a client’s first event. After the exhibition stand has been self-built by a client at their first event, we strongly recommend clients carry out their own 100% pre-build and testing of their exhibition stand before taking it on site again at another event. Ensuring all Prestige System equipment and graphics are present and in serviceable condition is entirely a client’s responsibility after the first event. Quadrant2Design® does not accept responsibility or liability for damaged or missing items after the first event, from when the stand was last used. Nor does it accept responsibility or liability for any omissions or errors in our equipment and graphics calculations in CAD drawings or picking lists to create different configurations for future events.
II. Organiser submissions, forms and approvals before going on site to build a stand:
It is a client’s responsibility to make all necessary submissions to the event organisers, and to obtain the required approvals and permissions, before going on site to build their stand at each event. Quadrant2Design® does not accept responsibility or liability for clients’ failure to obtain the required approvals and permissions to build their stand at their events.
Quadrant2Design® may assign part of a Contract to any person, firm or company without the prior consent of a client. A client shall not be entitled to assign a Contract or any part of it without the prior written consent of Quadrant2Design®.
39. Force Majeure:
Neither Quadrant2Design® nor a client shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
Quadrant2Design® and a client agree that, in the event that one or more of the provisions of these Terms of Business or a Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms of Business (and, by extension, a Contract). The remainder of these and the Contract shall be valid and enforceable.
41. Third-party Rights:
A person who is not a party to these Terms of Business or a Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
42. Extent of Terms:
These Terms of Business shall apply exclusively to all contracts between Quadrant2Design® and its clients.
No amendments, variations or exclusions shall apply to the terms without the prior agreement and written consent by a Director of Quadrant2Design®.
43. Changes to Terms:
Quadrant2Design® reserves the right to change these Terms of Business at any time without prior notice.
Its latest Terms of Business are available on its website – www.quadrant2design.com – or at any time on request.
These Terms of Business and a Contract agreement with a client (including any non-contractual matters and obligations arising therefrom or associated therewith) are governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the parties relating to these Terms and Conditions or to a Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.