Terms and Conditions

By using this website, you are agreeing to be bound by these terms and conditions.

Governing Law

This website is governed by the laws of the state of Texas, US without giving effect to provisions related to choice of laws or conflict of laws. Venue and jurisdiction of any lawsuit involving this website shall exist exclusively in the courts in the state of Texas. Any dispute or action arising out of this website shall be determined in accordance with such laws.

Changes

We will update the content of this notice from time to time. Please ensure that you refresh your browser from time to time, to ensure your information is up to date.

Customer responsibility

It is your responsibility to ensure that your computer is virus protected. We accept no responsibility for any loss or damages that you may suffer as a result of accessing information from this site.

Accuracy and Validity of Information

We take all reasonable steps to ensure that the information contained within these pages is accurate and up to date. However, we do not accept any liability for any errors or omissions. If you are in any doubt as to the validity of information made available within these pages, we recommend you seek verification by contacting us. Please note that the content of this website should not be taken as advice.

Availability

Whilst we take all reasonable steps to ensure this website is always accessible we will not be held liable if, for any reason, the website is unavailable for any period. We may also have to suspend access to the website for routine or emergency updates and maintenance but we will endeavour to keep any disruption to a minimum. In addition we will not be held responsible for any technical problems you may suffer as a result of your use of this website.

Third Party Websites

This website may also contain links to websites operated by third parties. The responsibility for the operation and content of those websites shall rest solely with the organisation identified as controlling the third party website and will be governed by separate terms and conditions. Links are provided for convenience and inclusion of any link does not imply endorsement in any way of the site to which it links. We accept no responsibility or liability for the contents of any linked website.

Trial Articles

We reserve the right to refuse any trial article.

Engagement Agreement

1 DEFINITIONS

For the purposes of this document the following definitions will apply:

1.1 ‘Company': Ninja Creative, PO Box 2973, Grapevine, TX 76099, US.

1.2 ‘Client': A person, company or organisation that engages the Company to undertake work having accepted the services to be provided by the Company as set out either in a written proposal or in the acceptance thereof by the Company and also the terms and conditions of business which are described in this document.

1.3 ‘Engagement': The services to be provided by the Company to the Client in accordance with the written proposal or engagement agreement by the Company.

2 FORMATION OF CONTRACT

2.1 Unless otherwise agreed in writing, any contract between the Company and a Client shall be deemed to be made upon, and subject to, the terms and conditions of business described in this document.

2.2 All contracts shall be governed and construed in accordance with the law of the state of Texas, US, and the Client hereby agrees to accept the non-exclusive jurisdiction of the US Courts.

2.3 Where the term ‘representative’ is used in written proposals, correspondence or other documentation in relation to persons performing services on behalf of the Company, this shall imply references to representatives of Ninja Creative but should not be taken to imply that such persons are agents as defined under US law.

2.4 The Company accepts responsibility for the advice given by such persons on behalf of the Company to Clients in the course of carrying out the Engagement on these terms and conditions only.

3 CALCULATION AND PAYMENT OF FEES AND EXPENSES

3.1 Fees will be charged on the basis set out in the written proposal or engagement agreement of the Company.

3.2 Unless otherwise agreed, fees will be charged separately for each type of work and will be billed at the end of each calendar month in arrears. Where applicable, VAT will be charged at the prevailing rate.

3.3 Fees are payable by the Client net, on receipt of an invoice. Full payment must be received by the Company within 15 days of the date on which the invoice was raised.

3.4 Where payment is not received by the Company within this agreed period, the Company shall be entitled to charge interest at the rate of ¾ % per annum over the Barclays Bank plc base rate (before or after judgement) on the outstanding amount(s) and to suspend all work for the Client or to terminate the relevant contract and any other contracts with the Client without prejudice to any other rights and without liability to the Company.

3.5 Statements provided by the Company to the Client, concerning the total work time or the total charges relating to the provision of a specified service or the fulfilment of a particular Engagement, are supplied as estimates only unless otherwise expressly stated. Whilst all reasonable efforts will be made to ensure their accuracy, no liability is accepted in respect thereof.

3.6 Without prejudice to 3.5, if, during the course of rendering services to a Client or carrying out an Engagement, circumstances arise which make it clear that an estimate of total work time or total charges previously given by the Company to the Client will prove to be an underestimate, the Company will endeavour to give the Client reasonable notice and will: (i) specify the circumstances which pertain; (ii) state the additional work involved, and (iii) estimate the increase in the total work time or the total charges which will result.

3.7 Any fees quoted by the Company are based on the rates which are current at the time the quotation is given. Fees will be charged on the basis of the rates which pertain from time to time during the carrying out of the Engagement. Clients should therefore note the possibility that the Company’s rates may vary.

4 EXPENSES AND OFFICE SERVICES

4.1 the Client shall NOT be required to reimburse the Company in addition to the fees charged under clause 3 in respect of any out-of-pocket expenses including travel, subsistence and such similar expenses as may occur from time to time in connection with the Engagement SAVE TO THE EXTENT THAT reimbursement of such expenses has been expressly agreed between the Parties.

4.2 When work is carried out on the Client’s premises, the Client will, at the Client’s expense, provide suitable office accommodation with the use of telephone and secretarial services.

5 CONFIDENTIALITY

5.1 Confidential information (save to the extent that the same is in the public domain or required by law to be disclosed) concerning the Client’s business will not be disclosed by either the Company or persons performing services on behalf of the Company, to third parties, without the client’s prior written consent unless otherwise required by a Court of competent jurisdiction, HM Inland Revenue or other governmental or regulatory authority.

5.2 All information or advice, written or oral, of whatever nature, which is made available to the Client by the Company, is for the sole use of the Client and shall not be disclosed or made available by the Client to any third party (save to the extent that the same is in the public domain otherwise than by breach of this clause or required by law to be disclosed) without the prior written consent of the Company.

6 PROPRIETARY RIGHTS AND PROTECTION

6.1 Subject to the payment of the fees due under clause 3, all intellectual property rights covering (or capable of being obtained to cover) all website hyperlinks, reports and other documents and materials – whether written or machine readable – produced by the Company specifically for the Client in the course of the Engagement, shall be, and become vested solely in the Client or as it may direct.

6.2 Subject to the payment of the fees due under clause 3, upon termination of this contract, the Company shall not remove or direct others to remove any website hyperlinks obtained by the Company on behalf of the Client during the Engagement solely as a result of such termination. For the avoidance of doubt, the Company may, from time to time, remove or direct others to remove such hyperlinks during the course of the Engagement and upon termination as an integral and necessary part of the Engagement.

6.3 Subject to the provisions of clause 6.1. above, unless otherwise agreed in writing, all intellectual property rights covering (or capable of being obtained to cover) all inventions, reports and other documents and materials – whether written or machine readable – including without limitation any computer software produced or provided by the Company; the Company’s internal systems, processes, procedures and documentation thereof whether produced before, during or after the course of the Engagement shall be, and become vested solely in the Company or as it may direct.

7 GENERAL LIABILITIES

7.1 The Company undertakes to carry out the Engagement with reasonable care and skill.

7.2 All reports, provided by the Company to the Client are provided for the sole use of the Client. No responsibility is accepted by the Company for any reliance which may be placed upon such reports by any third party, unless prior written permission is given by the Company, authorising the provision of particular reports to specified third parties.

7.3 Nothing in this document precludes the Company, persons performing services on behalf of the Company or employees of the Company, from taking such steps as are necessary in order to comply with the professional or ethical rules of the British Computer Society or of any relevant professional body of which they may be a member.

7.4 Other than liability in respect of death or personal injury arising from negligence the Company will accept no responsibility for any loss or damage to Clients or their property however caused. All warranties or indemnities or conditions implied by law are excluded to the fullest extent permitted by law. The maximum liability of the Company under these terms and conditions shall, save in respect of death or personal injury arising from the negligence of the Company, be limited to the fee paid to the Company under clause 3. Under no circumstances shall the Company be liable for any economic or consequential loss or loss of profits.

7.5 The Company does not accept responsibility for any legal action that may result from use of Non Creative Commons Images, this is the responsibility of The Client.

8 CONSULTANCY STAFF

8.1 During the course of the Engagement, and for a period of twelve months after its termination: (i) the Company undertakes not to make offers of employment to, or to engage any employee or agent of the Client, without the prior written consent of the Client, and (ii) the Client shall not make offers of permanent or casual employment to – or engage any employee of the Company, whether they are involved in the Engagement or not – without the prior written consent of the Company.

9 TERMINATION OF CONTRACT

9.1 Subject to any statutory rights and obligations: (i) the Client may at any time terminate the contract by giving the Company not less than one calendar month’s prior written notice (upon payment of all costs and expenses incurred to date by the Company together with all reasonable losses to the Company flowing from such termination); (ii) the Company may suspend the performance of its obligations under the contract during the currency of any circumstance, which in the opinion of the Company, materially adversely affects the performance of its obligations hereunder; (iii) the Company may, without prejudice to any other rights, terminate the contract forthwith, by giving notice in writing to the Client, if: (a) the Client commits any breach of any of the terms or conditions of any contract with the Company provided that having been given written notice thereof by the Company, the Client has failed to remedy any such breach within seven days of this notification, or (b) the Client compounds with, or negotiates for, any composition with its creditors, or allows any judgements against it to remain unsatisfied for seven days, or (c) if, where the Client is an individual, the Client shall die or has a receiving order made against him or her or commits any act of bankruptcy, or (d) if, where the Client is a company, the Client shall call any meeting of its creditors or have a receiver of any or all of its assets appointed or if an application for an administration order shall have been made in respect of the client or on behalf of the Client, or shall enter into any liquidation.

9.2 Inducement: The Company reserves the right, at its absolute discretion, to terminate any relationship or contract in cases where an inducement has been offered/ accepted and also where a matter has been declared after taking place which would make it inappropriate for the Company to continue with the relationship/ contract.

10 NOTICES

10.1 Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing addressed to the party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11 GENERAL

11.1 No failure or delay by either party in exercising any of its rights under these terms and conditions shall be deemed to be a waiver of that right and no waiver by either party of any breach of these terms and conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.2 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 these terms and conditions and the remainder of the provision in question shall not be affected.

11.3 Unless otherwise agreed in writing, any work which is carried out by the Company for the Client will follow the Schedule of Services (Appendix A) set out above. Should any deviation from these requirements (or additional requirements) be requested at a later date by the Client, additional charges will apply. Revisions will not be performed free of charge where new requirements are given.

11.4 The client will have 5 working days to review and request changes on a deliverable. If no communication is received in this period, the deliverable will be assumed acceptable and an invoice for the remaining balance will be issued.

11.5 Deadlines will be extended on orders which have not supplied ample information to complete to a reasonable standard as time will be needed to capture further information.