‘Client’ means the Client as set out in the Service Agreement. ‘IGOO’ means IGOO Ltd of 95a Allerton Road Liverpool L182DD.

‘Price’ means the price as set out in the Service Agreement.

‘Service Agreement’ means any agreement between IGOO and the Client.

‘Services’ means the services as set out in the Service Agreement

‘Supplier’ means a party other than the Client contracting with IGOO.

1. Application of Terms and Conditions

1.1 These Terms and Conditions shall apply to all contracts for the provision of Services by IGOO to the Client and all agreements between the Supplier and IGOO to the exclusion of all other terms and conditions including any terms or conditions which the Client or Supplier may purport to apply under any agreement, purchase order confirmation of order or similar document. No conduct by IGOO shall be deemed to constitute acceptance of any terms put forward by the Client or the Supplier. If any terms are provided by any other party then IGOO’s Terms and Conditions shall be deemed to be prior or subsequent to such third party terms, to the benefit of IGOO.

1.2 All orders for Services shall be deemed to be an offer by the Client to purchase the Services pursuant to these Terms and Conditions. Acceptance of the Services or the Client’s signature upon the Service Agreement shall be deemed conclusive evidence of the Client’s acceptance of these Terms and Conditions. IGOO may choose to accept the Services offered by the Supplier. In supplying its Services the Supplier accepts these Terms and Conditions

1.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorised officer of IGOO.

1.4 Any offer to purchase any Services or supply Supplier Services made orally must be confirmed in writing.

2. Price and payment

2.1 The Price for any Services are subject to change and unless otherwise stated all Prices quoted are exclusive of VAT. The Price shall be subject to variation by IGOO in the event of an increase after IGOO acceptance of an order due to a rise in the cost to IGOO in providing the Services.

2.2 Disbursement costs such as the costs of photographers, copywriters, proofreaders, advertisements, graphic design Services and other third party costs may be requested from the Client prior to IGOO entering into an agreement with such third parties on behalf of the Client.

2.3 Expenses incurred by IGOO shall be agreed with the Client in advance of incurring the cost and shall be recharged to the Client. The Supplier shall provide IGOO with a valid invoice, payment on IGOO’s terms.

2.4 Payment of the Price and VAT where applicable shall be due on or before the 30th day following receipt of IGOO invoice. Payment of disbursements shall be due- immediately.

2.5 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Barclays Bank base rate from time to time in force and shall accrue at such a rate after as well as before any judgment. IGOO shall further have if it so decides the right to use the provisions under the Late Payment of Commercial Debts (Interest) Act 1998.

2.6 The Client shall not be entitled to withhold payment of any amount payable to IGOO by reason of any dispute or claim by the Client and in the case of any part delivery of the Services the Client shall remain liable to pay the full Price of all other Services delivered or available for delivery.

2.7 The Client shall have no right of set off, statutory or otherwise.

2.8 The Client shall reimburse to IGOO immediately the entire cost of representing any cheque or other instrument delivered to it in payment of any sum due by the Client.

2.9 Any failure to pay on the due date will represent a breach of contract condition entitling IGOO to rescind the contract for breach of condition and/or to claim damages.

2.10 IGOO shall have the right to withhold payments by reason of dispute and the right to set off in relation to all sums owing.

3. Quality and Liability

3.1 IGOO may from time to time make changes in the specification of the Services which are required to comply with any applicable safety or statutory requirements or for the purposes of a commercial reasoning by IGOO or which do not materially affect the quality or fitness of the Services.

3.2 The Client warrants that it is entitled to provide IGOO with all information and data and that it shall indemnify IGOO from any claims for infringement of the information or data, breaches of confidentiality or failure to comply with any data protection laws brought by any third parties.

3.3 While the Services include the processing of data as defined in the Data Protection Act 1998 (the ‘Act’) IGOO acting as a processor shall use reasonable endeavours to comply with the Act and the Client shall be responsible for the delivery of any agreement ‘required by the Act.

3.4 IGOO shall not be liable for any inaccuracies included in any of the Services where the Client has had an opportunity to review the work and has confirmed its accuracy in writing or otherwise. Any alterations following written approval may incur further costs to be set out by IGOO.

3.5 Each party to the Service Agreement or other agreement shall fully indemnify and keep indemnified the other against loss of Income caused by any third party sub-contractor, equivalent of similar body.

3.6 Each Party shall fully indemnify and keep indemnified the other against any and all loss, damage, costs, claims, expenses and other liabilities suffered or incurred by the other party arising from or in connection with the breach of any of its obligations under these Terms and Conditions, Service Agreement or other agreement.

3.7 Other than those set out herein, all warranties and conditions whether implied by statute or otherwise are excluded from these Terms and Conditions PROVIDED THAT nothing in these Terms and Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of IGOO.

3.8 IGOO shall not be liable for any consequential, economic or indirect loss suffered by the Client or the Supplier or any customer of or purchaser from the Client or Supplier as to Which the Client and the Supplier shall hold IGOO fully and effectually indemnified whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from IGOO’ negligence). Consequential or indirect loss will include but is not limited to loss of profits, loss of contracts, loss of reputation, damage to property of the Client or any third party.

3.9 IGOO shall not be liable for any costs, losses or damages incurred due to the actions or omissions of any third party.

3.10 These Terms and Conditions shall not affect the statutory rights available to the Client or the Supplier where applicable

3.11 Each party shall insure and keep insured any property provided by the other party to the full Price against ‘all risks’ to the reasonable satisfaction of the providing party until the date that property is returned to the providing party and shall whenever requested by the providing party produce a copy of the policy of insurance. At no time shall any right~ in the property pass to the receiving party unless otherwise stated ill writing by the providing party.

4. Insolvency

4.1 Without prejudice to any other claim, right or remedy which either party may have, make or exercise against the other party whether under this Service Agreement or at law, this Service Agreement may be terminated forthwith by either party giving written notice to the other party on the happening of any of the following­
(a) if the other party commits any breach of any terms terms of these Terms and Conditions and any such breach, if capable of remedy, is not remedied within fourteen (14) days of receipt by the party in breach of written notice specifying the breach. provided that if the breach is remedied to the reasonable satisfaction of the party serving the notice within the said fourteen (14) days, then the notice shall be of no further effect of.
(b) if the other party, being a company, is unable to pay it, debts (within the meaning of Clause 123(1) of the Insolvency Act 1986), has a receiver or administrator appointed over or in respect of any or all of its assets or undertaking or an order of the court is made or an effective resolution is passed for the winding up of the other party or becomes bankrupt.

5. Delivery

5.1 Delivery of any Supplier goods shall be on the date as agreed between the Supplier and IGOO and which may be set down in the agreement between IGOO and the Supplier. Time shall be of the essence. The Supplier shall indemnify IGOO for any losses, costs and damage, incurred by IGOO in any delay in delivering the Supplier products.

5.2 Risk in any Supplier products shall remain with the Supplier until seven (7) working days following delivery of those products or until where there is a fault in the products the Client or IGOO should have reasonably noticed the fault. Title in the Supplier products shall pass to IGOO on receipt by the Supplier’ of the relevant payment for the Supplier products

5.3 Any delivery times provided to the Client shall be approximate as the Services specified may alter or third parties may delay delivery of products or Services. IGOO shall not be liable for any delay in the delivery of the Services and time shall not be of the essence

5.4 IGOO shall not be liable for any variation in the quantity of the products as set out as part of the services up to a maximum variance of fifteen percent (15%). IGOO shall not be liable for any reasonable commercial variation in colour, shade, font, size or shape in products provided to the Client.

5.5 The Services shall be deemed accepted by the Client following five days of delivery of the Services.
Delivery for the purposes of the Client only shall mean when the Services become available to the Client

6. Cancellation

6.1 IGOO may cancel any agreement with the Client or Supplier at any time before the Services are delivered or following delivery by giving written notice. On giving such notice IGOO shall within 7 days repay to the Client any sums paid in respect of the relevant Service Agreement subject to costs incurred by IGOO. IGOO shall not be liable for any loss or damage whatever arising from such cancellation. No cancellation of the whole or any part of any order by the Client is permitted except where expressly agreed in writing by an authorised officer of IGOO and on terms which will indemnify IGOO against any loss incurred

7. Intellectual Property

7.1 No title or ownership with regard to any intellectual property rights shall be transferred by a party to the other party as a result of the performance of the Service Agreement and consequently the parties retain title to all their respective intellectual property rights. IGOO may transfer to the Client in the form of a
non-exclusive license unless otherwise agreed in writing by IGOO, the intellectual property rights in the
Services where applicable but always subject to receipt by IGOO or the Price in full by IGOO and cleared through its bank account

7.2 The Client grants IGOO a non-exclusive royalty free license to use the Client’s intellectual property rights for the purposes of the Services and such license shall be perpetual for the purposes of IGOO’s self
promotional endeavours only.

8. Confidentiality

8.1 In these terms and conditions “Proprietary Information” shall mean any information or data in whatever form, nature or media disclosed by any Partie’s (the “Disclosing Parties) to the other (the “Receiving Parties”) pursuant to the Service Agreement or other agreements.

8.2 The Receiving Parties undertake that such information will:
(a) be protected and kept in strict confidence by the Receiving Parties’ which must use at least the same degree of precaution and safeguards as it uses to protect its own proprietary information of like
importance, but in no case less than reasonable care:
(b) be only disclosed to and used by those persons within the Receiving Parties’ organisation who have a need to know and solely for the Service Agreement;
(c) not be used in whole or in part for any purpose other than the performance of the Service Agreement;
(d) neither be disclosed nor caused to be disclosed whether directly or indirectly to any third party or
persons other than those mentioned in sub-paragraph (b) above or as otherwise permitted herein;
(e) neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying,
reproduction or duplication has not been specifically authorised in writing by the Disclosing Parties.

8.3 Any Proprietary Information and copies thereof shall remain the property of the Disclosing Parties and shall be returned by the Receiving Parties forthwith upon request

8.4 The Receiving Parties shall have no obligation, or restrictions under the Service Agreement with respect to any Proprietary Information which the Receiving Parties can prove:
(a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of the Receiving Parties;or
(b) is already known to the Receiving Parties, as evidenced by written documentation in the files of the
Receiving Parties; or
(c) has been lawfully received from a third party without restrictions or breach of this Service Agreement; or (d) has been or is published without violation of this Service Agreement; or
(e) is independently developed in good faith by employees of the Receiving Parties who did not have access to that Proprietary Information;or
(f) is approved for the release or use in question by written authorisation of the Disclosing Party;or
(g) is not designated or confirmed as confidential in accordance with this Clause.

8.5 No warranty or representation is given or to be implied by IGOO as to the completeness, accuracy or suitability for any particular purpose of any information or data disclosed hereunder.

8.6 The termination or expiry of this Agreement shall not relieve the Receiving Parties of the obligations
imposed herein in respect of Proprietary Information received prior to the date of the termination or expiry

8.7 The Receiving Parties agrees to indemnify the Disclosing Parties against any claim, damage,loss,costs and/or expense of any kind incurred by the Disclosing Parties as a consequence of or in connection with any breach of this clause by the Receiving Parties and any person to whom a disclosure has been made under (b) above

8.8 The Receiving Parties acknowledges that damages would not be a sufficient remedy for any threatened or actual breach of this Agreement and that the Disclosing party will be entitled to other remedies,
including but not limited to,injunctive relief and specific performance

9. Force Majeure

9.1 Neither party shall be liable for any delay in performing or failure to perform any of its obligations under this agreement caused by events beyond its reasonable control (’Force Majeure Event’). However any delay or failure by a sub-contractor or supplier of the Client shall not relieve the Client from liability for delay or failures except where that delay or failure is also beyond the reasonable control of the sub-contractor or supplier concerned

9.2 The party claiming the Force Majeure Event shall promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay/stoppage

9.3 The party claiming the Force Majeure Event shall have its performance under this Agreement suspended for the period that the Force Majeure Event continues and the party will have an extension of time for performance which is reasonable and in any event equal to the period of delay or stoppage.

9.4 Any costs arising from the delay or stoppage will be borne by the party incurring those costs. Either party may, if the delay or stoppage continues for more than sixty (60) working days, terminate any
agreement with immediate effect on giving written notice to the other and neither party shall be liable to the other for such termination. The party claiming the Force Majeure Event will take all necessary steps to bring that event to a close or to find a solution by which the contract may be performed despite the Force Majeure Event.

10. Assignment

10.1 The parties shall not assign, purport to assign or transfer any agreement to which these Terms and
Conditions apply or the benefit thereof to any other person or body whatsoever unless agreed in writing by IGOO.

11. Full and Complete Terms and Conditions

11.1 These Terms and Conditions contain the full and complete understanding between the parties and
supersede all prior arrangements and understandings whether written or oral appertaining to the subject matter of these Terms and Conditions and any related documents and may not be varied except by an instrument in writing signed by the Client or the Supplier, and IGOO. The Client and the Supplier acknowledge that no representations or promises not expressly contained in these Terms and Conditions have been made to the Client or the Supplier by IGOO in any agreement or by any of its servants, agents, employees, members or representatives.

12. Notices

12.1 Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the Client or IGOO at their respective address as detailed in the Service Agreement or such other address as the Parties may from time to time notify the other in writing and shall be deemed to have been served and sent by post 48 hours after posting

13. Third Parties

13.1 For the avoidance of doubt nothing contained in these Terms and Conditions or the Service
Agreement shall confer on any third party any benefit or the right to enforce these Terms and Conditions or the Service Agreement except where otherwise agreed in writing by IGOO.

14. Governing law

14.1 These Terms and Conditions are subject to the law of England. All disputes shall be subject to the
exclusive jurisdiction of the courts of England.