Terms & Conditions

“Synergy Website” means a website provided by Synergy Agency Ltd.

Access to and use of the Synergy website within the UK and internationally is on the following terms:

1. (a) By using any Synergy website you agree to be bound by these terms, which shall take effect immediately on your first use of any Synergy website. _ If you do not agree to be bound by all of the following terms please do not access, use and/or contribute to Synergy website.

2. (b) Synergy Agency Ltd may change these terms from time to time and so you should check these terms regularly. Your continued use of the Synergy website will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using these websites. If there is any conflict between these terms and specific local terms appearing elsewhere on any Synergy website then the latter shall prevail.

Use of the Synergy website

You agree to use the Synergy website only for lawful purposes and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment of the website. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow _of dialogue within the Synergy website.

Intellectual Property

All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Synergy website and all content (including all applications) located on the site shall remain vested in Synergy Agency Ltd or its licensors (which includes other users). You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, or otherwise use any Synergy website content in any way except for your own personal, non-commercial use. You also agree not to adapt, alter or create a derivative work from any Synergy website content except for your own personal, non-commercial use. Any other use of any Synergy website content requires the prior written permission of Synergy Agency Ltd. The names, images and logos identifying Synergy Agency Ltd or third parties and their products and services are subject to copyright, design rights and trademarks of the Synergy Agency Ltd and/or third parties. Nothing contained in these terms shall be construed as conferring any licence or right to use any trademark, design right or copyright _of Synergy Agency Ltd or any other third party.

Disclaimers and Limitation of Liability

Synergy website content, including the information, names, images, pictures, logos and icons regarding or relating to Synergy Agency Ltd, its products and services _(or to third party products and services), is provided “AS IS” and on an “AS AVAILABLE” basis. To the extent permitted by law, Synergy Agency Ltd excludes all representations and warranties (whether express or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. Synergy Agency Ltd does not guarantee the timeliness, completeness or performance of the website or any of the content. While we try to ensure that all content provided _by Synergy Agency Ltd is correct at the time of publication no responsibility is accepted by or on behalf of Synergy Agency Ltd for any errors, omissions or inaccurate content _on the website.

Nothing in these terms limits or excludes Synergy Agency Ltd‘s liability for death or personal injury caused by its proven negligence. Subject to the previous sentence, _Synergy Agency Ltd shall not be liable for any of the following losses or damage (whether such damage or losses were foreseen, foreseeable, known or otherwise):

(a) Loss of data;

(b) Loss of revenue or anticipated profits;

(c) Loss of business;

(d) Loss of opportunity;

(e) Loss of goodwill or injury to reputation;

(f) Losses suffered by third parties; or

(g) Any indirect, consequential, special or exemplary damages arising from the use of any Synergy website regardless of the form of action.

Synergy Agency Ltd does not warrant that functions available on any Shire Business Website will be uninterrupted or error free, that defects will be corrected, or that any Synergy website or the server that makes it available are free of viruses or bugs. You acknowledge that it is your responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

General

If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.

The failure or delay of Synergy Agency Ltd to exercise or enforce any right in these terms does not waive Synergy Agency Ltd‘s right to enforce that right. These terms shall be governed by and interpreted in accordance with the laws of England and Wales which shall have exclusive jurisdiction over any disputes.

Terms & Conditions of Trading

These Terms and Conditions apply to all suppliers of goods and services by Synergy Agency Ltd (Synergy Agency) unless otherwise agreed in writing by a duly authorised representative of Synergy Agency.

Synergy Agency employees and agents are not authorised to make any representations in relation to the services offered by Synergy Agency and the customer acknowledges that it does not rely upon and waives any breach of such representation.

1. QUOTATIONS. (A) Synergy Ltd. will not be bound by any price quoted on the telephone. A firm quotation in writing will be given only after Synergy Agency has received full and complete instructions and examined any necessary samples and shall remain valid for a period of 14 days and no order shall be deemed accepted by Synergy Agency unless and until confirmed in writing. Where a quotation has not been given the price charged will (subject to Clause 2) be at the rate current at the date of acceptance of the order by Synergy Agency. No order which had been accepted may be cancelled without written consent of Synergy Agencyand in terms that the customer will indemnify Synergy Agency in full against all costs incurred by it as a result of cancellation. (B) All work undertaken at the customer’s request including work of a preliminary nature will be charged to the customer.

2. PRICE VARIATIONS. Prices are based on current costs of production and any quotation is subject to increase at any time after acceptance by Synergy Agency of the customer’s order to meet any rise or fall in such costs which are due to factors beyond Synergy Agency control or due to any changes requested (including any changes in the timetable for production) or delays occasioned by the customer or failure of the customer to give adequate instructions. Unless otherwise stated all prices quoted are exclusive of VAT and any delivery or expedition charges for which the customer shall be additionally liable.

3. ERRORS. An additional charge will be made for author’s corrections, alterations and amendments in style or content. No responsibility or liability will be accepted by Synergy Agency for: (i) any errors not corrected by the customer after inspecting the proofs or where the customer declines to make such inspection; or (ii) any material for which the customer has given instructions which allow for a degree of artistic licence and the customer shall not be entitled to reject such work. (iii) where the customer has failed to properly instruct Synergy Agency (iv) where the customer has signed a piece of work to show the work is correct.

4. DELIVERY, PAYMENT AND RISK. (A) Delivery shall be made by the customer collecting the order from Synergy Agency at any time after being notified it has been completed or if some other place for delivery is agreed by delivery of the order to that place. Time for delivery shall not be of the essence; (B) shall be entitled to invoice the customer for the price of the order once notification of completion has been given and payment shall become due immediately and Synergy Agency shall be entitled to recover the price notwithstanding delivery may not have taken place and legal title has not passed to the customer except in the case of approved credit account customers with whom alternative arrangements have been agreed in writing. Time of payment shall be of the essence of contract in this respect. (C) Where the order is to be delivered in installments each delivery shall constitute a separate contract. (D) In the event of the processing of the customer’s order being suspended or delayed as a result of any act or omission on the part of the customer for a period in excess of thirty days Synergy Agency shall be entitled to immediate payment for that part of the customer’s order which has been processed. (E) If the customer fails to make any payment on the due date then without prejudice to any other right or remedy available to Synergy Agency, Synergy Agency shall be entitled to

(i) cancel the contract or suspend any performance of the customer’s order,

(ii) appropriate any payment made by the customer as may think fit (notwithstanding any purported appropriation by the customer) and to charge the customer with all costs and expenses involved in collecting the overdue payment together with interest(both before and after any judgement) on the amount unpaid at the rate of 2% per month from the due date until payment in full is made (part of a month being treated as a full month for the purpose of calculating interest). (F) Legal title in the work the subject of this contract shall not pass to the customers until Synergy Agency receives payment in full of all sums whether in respect of the work or otherwise due owing or incurred including VAT. Until legal title passes the customer shall be bailee of the goods for Synergy Agency but the risk in the goods shall be borne by the customer from the date of delivery referred to in Clause 4 or where stored in accordance with Clause 11. The customer shall ensure that he has appropriate insurance in this connection.

5. LIABILITY. Subject to Clause 12 below Synergy Agency shall not be liable for any indirect or consequential loss for any loss to the customer arising from third party claims occasioned by any error, failure or delay in completing the order or by delay in delivery and in this connection time shall not be of the essence. Where work is defective for any reason, Synergy Agency liability (if any) shall be limited to rectifying such defects as have been notified to in writing within (48 hours)of delivery and in any event only so far as Synergy Agency is reasonably able to do so.

6. COPYRIGHT. Subject as provided in Clause 9 below any copyright and design rights in relation to any artwork and physical materials resulting from the same which are originated by Synergy Agency as a result of an order of the customer, (including where the customer’s own artwork or materials have been incorporated into the artwork, design or physical materials so originated) shall belong to Synergy Agency and the customer shall only be entitled to reproduce or authorise any other person to reproduce such designs or artwork whether in whole or in part with Synergy Agency authorisation once the price for the same has been paid by the customer.

7. ORIGINAL DESIGN WORK Where the customer has requested the production of original design work Synergy Agency will carry out such work in house or may engage the services of outside designers in producing such work.

8. INDEMNITY. (A) The customer warrants that he has full authority to reproduce any material in which copyright subsists and Synergy Agency reserves the right to refuse to undertake any work which infringes or appears to infringe the copyright or other intellectual property rights of any third party or which in its opinion contains any material which is in any way unlawful. (B) The customer warrants that any design or other material furnished by him or any design material created by Synergy Agency pursuant to the customer’s instructions is not defamatory or obscene or such as will cause Synergy Agency to infringe any intellectual property rights of any third party or any legislation for the time being in force in the United Kingdom in the performance of the contract. (C) The customer shall fully indemnify Synergy Agency in respect of all costs, claims, liabilities and expenses (including any amount paid in settlement on legal advice and Synergy Agency own legal costs) arising from any claim that any materials provided by the customer or design materials produced by Synergy Agency pursuant to the customer’s instructions contains any defamatory or obscene matter or infringes the intellectual property rights of any third party. (D) In the event of any claim being made or action brought against a customer arising out of the matters referred to in this clause, the customer shall promptly notify thereof.

9. CONSUMER RIGHTS. These terms and conditions do not and will not affect the statutory rights of a customer who is a consumer. No provision which would be void by virtue of Sections 6 or 20 of the Unfair Contract Terms Act 1977 (as amended) or by virtue or by virtue of the Unfair Contract Terms in Consumer Contracts Regulations 1994 shall apply to any consumer transaction. The expressions “consumer” and “consumer transaction” shall have the respective meanings given thereto in paragraph 2 of the Consumer Transactions (Restriction on Statements) Order 1976 (as amended) or in the 1994 Regulations as appropriate.

10. INSOLVENCY. If: (A) the customer, being a company, makes any arrangement or composition with its creditors or has a receiver or administrator appointed or if the customer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes insolvent or goes into liquidation within the meaning of Section 247 of the Insolvency Act 1986 or an order is made or resolution passed for winding up (except for voluntary amalgamation or reconstruction); or (B) the customer, being an individual, has a bankruptcy petition presented against him or is unable to pay his debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or makes any arrangement or composition with his creditors or takes any similar action in consequence of debt; or (C) the customer is in breach of any of its obligations under these terms and conditions then Synergy Agency may without prejudice to any of its other rights immediately suspend the performance of any other placed by the customer and shall be entitled to charge the customer, and the customer shall immediately become liable to pay, for any work already carried out (whether completed or not) including the cost of any materials purchased on behalf of the customer.

11. WAIVER. Failure by Synergy Agency to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at time or times thereafter.

12. ILLEGALITY AND SEVERANCE. If any provision hereof is held by any competent authority to be invalid or unenforceable in whole or in part the validity of all other provisions and the remainder of the provision in question shall not be affected thereby.

13. ENTIRE AGREEMENT. These provisions constitute the entire agreement between Synergy Agency and the customer and replace all prior agreements, understandings, statements and communications between Synergy Agency and the customer.

14. FORCE MAJEURE. Synergy Agency will make every effort to carry out the customer’s instructions and the resulting contract but shall be under no liability if unable to carry out any provision of the contract for any reason beyond control without limiting the foregoing) including the inability to secure labour, materials or supplies, breakdown of machinery, or as a result of the Act of God, war, labour dispute, fire, flood, drought, legislation, failure of power supply or any case beyond Synergy Agency control. During the continuance of such contingency the customer may by notice in writing to Synergy Agency elect to terminate the contract and pay for work done up to such notice of materials used but subject thereto shall otherwise accept delivery when available.

15. GOVERNING LAW. These conditions and all other terms of the contract shall be governed by and construed in accordance with the laws of the country where Synergy Agency has its principal place of business.