Terms & Conditions

GENERAL TERMS OF SALE
These general terms of sale, as amended from time to time in accordance with clause 18.6 (“Conditions”) apply to all Products and Services offered by imageHOLDERS. Please read these Conditions carefully before ordering any Products and/or Services. You should understand that by ordering any of the Products and/or Services you agree to be bound by these Conditions and that if you refuse to accept these Conditions, you will not be able to order any Products and/or Services from imageHOLDERS.

The Customer’s attention is particularly drawn to the provisions of clause 15 (Limitation of liability).

1 INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 DEFINITIONS
“Ancillaries” means cables, hubs and/or any third party supplied components.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day in England.
“Commencement Date” has the meaning given in clause 2.2.
“Contract” means the contract between imageHOLDERS and the Customer for the sale and purchase of Products and/or Services, formed in accordance with these Conditions.
“Customer” means the party which purchases Products and/or Services from imageHOLDERS.
“Deliverables” means the deliverables set out in the Order and as confirmed by imageHOLDERS in the Order Confirmation, to be produced by imageHolders through the Services.
“Delivery Location” has the meaning set out in in clause 4.5.
“Due Date” means the dates set out in clause 8.9.
“Force Majeure Event” has the meaning set out in clause 16.
“imageHOLDERS” means imageHOLDERS Limited, a company registered in England and Wales with company number 4387715 and with its registered office at 42c Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset, England, BH21 7QG.
“ImageHOLDERS Materials” has the meaning set out in clause 7.1.
“ImageHOLDERS Products” means imageHOLDERS proprietary products as set out in the Order.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights and rights in data, 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.
“Order” means the Customer’s order, made via email, post, telephone (and confirmed in writing) or via the official order form for Products and Services on the Website, including any schedules and appendices thereto.
“Products” means, as applicable, ImageHOLDERS Products, Ancillaries, Third Party Hardware and/or Third Party Software, in each case as set out in the Order.
“Services” means any design, installation or other services, including any Deliverables, provided by imageHOLDERS and as set out in the Services Specification. ”Specification” means any description or specification for Products and/or Services as set out in an Order, including any Specification for customised Products, in each case as confirmed by imageHOLDERS in the Order Confirmation.
“Third Party Hardware” means any PCs, tablets, printers, scanners or other computer hardware supplied by a third party and which may be housed within a Product, as specified on the Order Confirmation.
“Third Party Software” means any third party software, including any third party software incorporated in or for use with the Third Party Hardware, as specified on the Order Confirmation.
“Website” means imageHOLDERS’ website, currently found at www.imageHOLDERS.com.

1.2 INTERPRETATION
{a} A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its representatives, successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision, as amended or re-enacted.
Any phrase introduced by 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 preceding those terms.
A reference to writing or written includes e-mails.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to buy Products and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, including any applicable Specification, are complete and accurate.
2.2 All Orders are subject to acceptance by imageHOLDERS. The Order shall be deemed to be accepted when imageHOLDERS issues a written confirmation of the order and/or a pro forma invoice and the Customer countersigns the same via docusign (or other means of electronic signature) (the “Order Confirmation”) at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 The Order Confirmation will state the agreed price, target delivery date, Delivery Location and any other information required in order to fulfil the Order.
2.4 Any samples, drawings, descriptive matter or advertising produced by imageHOLDERS and any descriptions or illustrations contained in imageHOLDERS’ catalogues, brochures or Website are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any quotation given or sales presentations issued by imageHOLDERS shall not constitute an offer. A quotation or sales presentation issued by imageHOLDERS is only valid for a period of 20 Business Days from its date of issue or as otherwise specified in the quotation or sales presentations.
2.7 All of these Conditions shall apply to the supply of both Products and Services, except where application to one or the other is specified. Notwithstanding the aforesaid, where Third Party Products are incorporated into or supplied with the Products, such Third Party Products shall be subject to the terms of the relevant third party supplier which shall take priority over these Conditions in respect of such Third Party Products.

3 PRODUCTS
3.1 Products are described in the quotation and/or sales presentations, as modified by the applicable Product Specification.
3.2 To the extent that customised Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify imageHOLDERS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by imageHOLDERS in connection with any claim made against imageHOLDERS for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with imageHOLDERS’s use of the Specification. This 3.2 shall survive termination of the Contract.
3.3 ImageHOLDERS shall supply the Products to the Customer in accordance with the applicable Product Specification in all material respects.
3.4 ImageHOLDERS reserves the right to amend the Product Specification if required by any applicable statutory or regulatory requirement, and imageHOLDERS shall notify the Customer in any such event.

4 DELIVERY
4.1 imageHOLDERS Products are manufactured and assembled to order. ImageHOLDERS will use reasonable endeavours to ensure that the Order is fulfilled by the delivery date set out in the Order Confirmation or, if no delivery date is specified, within a reasonable time of the date of the Order Confirmation.
4.2 Any dates quoted for delivery of Products are estimates only and time shall not be of the essence in the fulfilment of any Order.
4.3 Where the Customer has arranged its own shipment, such shipment shall be at the Customer’s risk and ImageHOLDERS shall not be liable for any loss or damage occurring after collection unless caused by ImageHOLDERS failure to properly pack and secure the Products.
4.4 ImageHOLDERS will make the Products available for collection at or deliver the Products to the location(s) set out in the Order Confirmation or such other location as the parties may agree in writing (“Delivery Location”).
4.5 Delivery of the Products shall be completed on the completion of loading (in the case of collection) or unloading (in the case of delivery) of the Products at the Delivery Location.4.6 ImageHOLDERS shall ensure that:
(a) the Products are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition;
(b) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number and the type and quantity of the Products (including the code number of the Products, where applicable); and
(c) if ImageHOLDERS requires the Customer to return any packaging materials to imageHOLDERS, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as imageHOLDERS shall reasonably request. Returns of packaging materials shall be at imageHOLDERS’s expense.
4.7 ImageHOLDERS may make Products available for collection or deliver Products by instalments, in which case each instalment shall constitute a separate Contract and may be invoiced separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.8 If the Customer fails to collect or take delivery of the Products within 5 Business Days of ImageHOLDERS notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or imageHOLDERS’ failure to comply with its obligations under the Contract in respect of the Products:
(a) collection or delivery of the Products shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which ImageHOLDERS notified the Customer that the Products were ready; and
(b) ImageHOLDERS shall store the Products until actual delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).4.9 If 10 Business Days after the day on which imageHOLDERS notified the Customer that the Products were ready for delivery the Customer has not actually collected or taken delivery of them, imageHOLDERS may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
4.10 If imageHOLDERS fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. ImageHOLDERS shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or by a third party supplier or by the Customer’s failure to provide imageHOLDERS with adequate delivery instructions or by any other instructions that are relevant to the supply of the Products and/or Third Party Products.
5 RISK AND TITLE
5.1 Risk in the Products shall pass to the Customer on completion of delivery in accordance with clause 4.
5.2 Title to the Products shall not pass to the Customer until imageHOLDERS has received payment in full for the Products in cleared funds.
5.3 Until title has passed to the Customer, the Customer shall:
(a) hold the Products on a fiduciary basis as imageHOLDERS’ bailee;
(b) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as imageHOLDERS’ property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(d) maintain all Products in satisfactory condition and keep them insured against all risks for their full price on imageHOLDERS’ behalf from the date of delivery;
(e) give imageHOLDERS such information relating to the Products as ImageHOLDERS may require from time to time; and
(f) notify imageHOLDERS immediately if it becomes subject to any of the events listed in clause 17.3(b) to 17.3(d).
5.4 If before title to any Products passes to the Customer the Customer becomes subject to any of the events listed in clause 17.3(b) to 17.3(d) or imageHOLDERS reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy imageHOLDERS may have, imageHOLDERS may at any time require the Customer to deliver up the Products at the Customer’s sole cost and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

6 SUPPLY OF SERVICES
6.1 ImageHOLDERS shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
6.2 ImageHOLDERS shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3 ImageHOLDERS reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and imageHOLDERS shall notify the Customer in any such event.
6.4 ImageHOLDERS warrants to the Customer that the Services will be provided using reasonable care and skill.

7 CUSTOMER’S OBLIGATIONS

7.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in either or both the Services Specification and the Products Specification are complete and accurate, it being recognised by the parties that the Customer has responsibility for the proper selection and specification of any Third Party Hardware and Third Party Software to be housed in any ImageHOLDERS Product;
(b) co-operate with imageHOLDERS in all matters relating to the Products and the Services;
(c) provide imageHOLDERS, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by imageHOLDERS to provide the Products and Services;
(d) provide imageHOLDERS with such information and materials as imageHOLDERS may reasonably require in order to supply the Products and Services, and ensure that such information is complete and accurate in all material respects;
(e) where applicable, prepare the Customer’s premises for the supply of the Products and Services;
(f) obtain in good time and maintain all necessary licences (including import licences), permissions and consents which may be required for the Products and Services;
(g) comply with all applicable laws, including health and safety laws;
(h) where Products are destined for countries other than the United Kingdom, be responsible for ensuring compliance with all applicable laws and regulations of the relevant country and ImageHOLDERS will not be liable for compliance with and the Customer shall indemnify ImageHOLDERS in respect of any breach of such laws;
(i) keep all materials, equipment, documents and other property of imageHOLDERS (imageHOLDERS Materials) at the Customer’s premises in safe custody at its own risk, maintain the ImageHOLDERS Materials in good condition until returned to imageHOLDERS, and not dispose of or use the ImageHOLDERS Materials other than in accordance with imageHOLDERS’ written instructions or authorisation;
(j) promptly inform ImageHOLDERS in writing (and in any event within 2 weeks of receipt of Products or performance of Services) of any non-compliance with the applicable Specification or other default in imageHOLDERS’ performance of the Contract; and
(k) comply with any additional obligations as set out in the Service Specification or the Products Specification or both.
7.2 If imageHOLDERS’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation including payment of sums due under the Contract (Customer Default):
without limiting or affecting any other right or remedy available to it, imageHOLDERS shall have the right to suspend manufacturing and/or delivery of the Products and/or performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays imageHOLDERS’ performance of any of its obligations;
imageHOLDERS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from imageHOLDERS’ failure or delay to perform any of its obligations as set out in this 7.2; and
the Customer shall reimburse imageHOLDERS on written demand for any costs or losses sustained or incurred by imageHOLDERS arising directly or indirectly from the Customer Default.

8 PRICE AND PAYMENT
8.1 The price for all Products is as set out in the Order Confirmation.
8.2 The price for all Products, unless explicitly agreed on the Order Confirmation, is exclusive of all costs and charges of import duties, packaging, insurance and transport which shall be paid by the Customer.
8.3 Unless explicitly agreed otherwise in the Order Confirmation, the charges for Services shall be on a time and materials basis as follows:
(a) the charges shall be calculated in accordance with imageHOLDERS’ standard daily fee rates, which are available upon request from imageHOLDERS;
(b) imageHOLDERS’ standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm. Work outside of these hours will be charged at a higher rate which shall be confirmed to the Customer by imageHOLDERS on request;
(c) imageHOLDERS shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom imageHOLDERS engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by imageHOLDERS for the performance of the Services, and for the cost of any materials.
8.4 ImageHOLDERS reserves the right to increase the price of the Products and/or Services, by giving notice to the Customer at any time before delivery or performance, to reflect any increase in the cost of the Products or Services to imageHOLDERS that is due to:
(a) any factor beyond the control of imageHOLDERS (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Products or Services ordered, or the applicable Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Products or Services or failure of the Customer to give imageHOLDERS adequate or accurate information or instructions or cooperation in respect of the Products or Services.
8.5 ImageHOLDERs’ Product catalogue and Website contain a large number of Products and it is always possible that some of the Products listed on the Website or in a separate catalogue may be incorrectly priced. ImageHOLDERS is under no obligation to supply any Product at the incorrect (lower) price, whether or not ImageHOLDERS has issued an Order Confirmation.
8.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by imageHOLDERS to the Customer, the Customer shall, on receipt of a valid VAT invoice from imageHOLDERS, pay to imageHOLDERS such additional amounts in respect of VAT as are chargeable on the supply of the Products or Services or both, as applicable, at the same time as payment is due for the supply of the Products or Services.
8.7 If the Order relates to Products and/or Services for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the Delivery Location. The Customer will be responsible for payment of any such import duties and taxes and should contact its local customs office for further information before placing any Order. Orders will only be delivered duty paid by express prior written agreement, as confirmed in the Order Confirmation.
8.8 Any pre-payment which is required and payment terms will be set out in the Order Confirmation.
8.9 Unless otherwise set out in the Order Confirmation:
(a) any pre-payment set out in the Order Confirmation will be due and payable on the date of Order Confirmation;
(b) payment terms will otherwise be 30 days from the date of invoice.
Payments shall be made in full and in cleared funds to a bank account nominated in writing by imageHOLDERS, and time for payment shall be of the essence of the Contract.
8.10 In respect of Products, imageHOLDERS may invoice the Customer on or at any time once Products are ready for collection or shipment. In respect of Services, imageHOLDERS shall invoice the Customer on completion of the Services/monthly in arrears.
8.11 Without limiting any other right or remedy of imageHOLDERS, if the Customer fails to make any payment due to imageHOLDERS on the Due Date, imageHOLDERS shall have the right to charge interest on the overdue amount from the Due Date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.12 will accrue each day at the rate of 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%.
8.12 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against imageHOLDERS in order to justify withholding payment of any such amount in whole or in part. ImageHOLDERS may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by imageHOLDERS to the Customer.

9 WARRANTY
9.1 Unless otherwise specified in the Contract, imageHOLDERS warrants against material defects in design, materials and workmanship on delivery, and for a period of:

(a) 5 years from the date of delivery in respect of ImageHOLDERS Products;
(b) 5 years from the date of delivery or the relevant manufacturer’s warranty period, whichever is shorter, in respect of Third Party Hardware and Third Party Software;
(c) 1 year from the date of delivery in respect of Ancillaries manufactured by ImageHOLDERS; and
(d) 1 year from the date of delivery or the relevant manufacturer’s warranty period, whichever is shorter, in respect of Ancillaries manufactured by third parties.

9.2 Subject to clause 9.3, if:
(a) the Customer gives notice in writing to imageHOLDERS during the warranty period referred to in clause 9.1 and within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 9.1 or the relevant manufacturer’s warranty (as applicable);

(b) imageHOLDERS and/or the relevant third party manufacturer (as applicable) is given a reasonable opportunity of examining such Products; and
(c) the Customer (if asked to do so by imageHOLDERS) returns such Products to imageHOLDERS place of business or otherwise in accordance with ImageHOLDERS’ instructions at the Customer’s cost,

imageHOLDERS, at its option, shall repair or replace (or use reasonable endeavours to procure the repair or replacement in accordance with relevant manufacturer’s warranty) of the defective Products, or refund the price of the defective Products in full. ImageHOLDERS will examine the returned Products and will notify the Customer of repair or replacement via email within a reasonable period of time, provided that imageHOLDERS is under no obligation to refund or replace Products in the event that ImageHOLDERS or the relevant manufacturer, as applicable, in its sole discretion, determines that the Products are not faulty.

9.3 ImageHOLDERS shall not be liable for the failure of any Products and/or Ancillaries (as applicable) to comply with the warranty set out in clause 9.1 in the event that:

(a) the defect arises from improper use of the Product, or if there is any continued use of the same after giving notice in accordance with 9.2(a);
(b) there is any unauthorised modification to, or repair or maintenance of, the Product;
(c) the defect consists of, or arises from, any defect in the Product which was discovered prior to any use of the Product;
(d) the defect arises from a failure to follow imageHOLDERS’ or the relevant manufacturer’s instructions or to adhere to good trade practice with respect to the Product, or with respect to the use, assembly, installation, storage or maintenance thereof, including, without limitation, affixing the Product to an unsuitable surface or using unsuitable fixings in conjunction with the Product;
(e) the defect arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(f) the defect arises as a result of imageHOLDERS following any drawing, design or Specification supplied by the Customer;
(g) the Product differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
(h) the defect arises from any exposure of the Product to any foreign agent including, without limitation, any chemicals which may cause discolouration, or any abrasive materials; or
(i) the defect arises from any exposure of the Product to fire, flood or explosion.

9.4 All claims under the warranty set out in this clause 9 are subject to the following conditions:

(a) unless agreed with imageHOLDERS otherwise, Products must be returned with the marks, numbers or references indicated on the Products neither covered, defaced, altered nor erased. The removal, covering, altering or defacing of any imageHOLDERS or the relevant manufacturer’s markings shall invalidate any warranty and or guarantee associated with the Product;
(b) all Products sold for onward resale shall be resold only by qualified personnel in premises suitable for their storage, display and sale under satisfactory conditions.

9.5 Except as provided in this clause 9, imageHOLDERS shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 9.1.
9.6 All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law. Without limiting the aforesaid, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 These Conditions shall apply to any repaired or replacement Products supplied by ImageHOLDERS provided that, for repaired or replaced Products, the longer of the remaining unexpired warranty and 3 months applies.
9.8 Third Party Hardware, Third Party Software and/or Ancillaries manufactured other than by ImageHOLDERS and supplied with or used with the ImageHOLDERS Products are supplied subject to the terms and conditions of the relevant third party and ImageHOLDERS accepts no liability for such items over and above the standard warranties provided by the relevant third party suppliers. Warranty of Third Party Hardware, Third Party Software and/or Ancillaries manufactured other than by ImageHOLDERS is subject to compliance with the terms of the relevant third party terms, as published by the relevant third part from time to time.

10 PRODUCT RECALL
10.1 If imageHOLDERS is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (“Recall Notice”) it shall immediately notify the Customer in writing enclosing a copy of the Recall Notice.
10.2 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market it shall immediately notify imageHOLDERS in writing enclosing a copy of the Recall Notice.
10.3 Unless required by law, the Customer may not undertake any recall or withdrawal of the Products without the written permission of imageHOLDERS and only then in strict compliance with imageHOLDERS’ instructions about the process of implementing the withdrawal.

11 DATA PROTECTION
11.1 The following definitions apply in this clause 11:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
(d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11.2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
11.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and imageHOLDERS is the Processor.
11.4 Without prejudice to the generality of 11.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to imageHOLDERS for the duration and purposes of the Contract.
11.5 Without prejudice to the generality of 11.2, imageHOLDERS shall, in relation to any Personal Data processed in connection with the performance by imageHOLDERS of its obligations under the Contract:
(a) process that Personal Data only on the documented written instructions of the Customer unless imageHOLDERS is required by Domestic Law to otherwise process that Personal Data. Where imageHOLDERS is relying on Domestic Law as the basis for processing Personal Data, imageHOLDERS shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits imageHOLDERS 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) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or imageHOLDERS has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) imageHOLDERS 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) imageHOLDERS complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) 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;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) 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 Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and immediately inform the Customer if, in the opinion of imageHOLDERS, an instruction infringes the Data Protection Legislation.

11.6 The Customer does not consent to imageHOLDERS appointing any third party processor of Personal Data under the Contract.
11.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
11.8 The Customer shall own all right, title and interest in and to all of the Customer data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer data.
11.9 imageHOLDERS shall follow its privacy policy and archiving procedures for Customer Personal Data and other Customer data as set out in imageHOLDERS’s data retention policy available at https://www.imageholders.com/support/policies/trademarks-and-privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended by imageHOLDERS in its sole discretion from time to time.
11.10 In the event of any loss or damage to Customer data, the Customer’s sole and exclusive remedy against imageHOLDERS shall be for imageHOLDERS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer data maintained by imageHOLDERS in accordance with the archiving procedure referred to above. imageHOLDERS shall not be responsible for any loss, destruction, alteration or disclosure of Customer data caused by any third party (except those third parties sub-contracted by imageHOLDERS to perform services related to Customer data maintenance and back-up for which it shall remain liable in accordance with clause 15).

12 INTELLECTUAL PROPERTY
12.1 The parties acknowledge that, except as expressly provided to the contrary in a Contract, all Intellectual Property Rights in and/or relating to the Products and Services shall vest absolutely on creation with imageHOLDERS or its licensors. imageHOLDERS shall grant (or shall procure the grant) to the Customer of a non-exclusive licence to enable the Customer to make use of the relevant Intellectual Property Rights as necessary for the Customer to make use of the Products and the Services.
12.2 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.1.
12.3 Any knowledge of third parties infringing imageHOLDERS Intellectual Property Rights must be reported to imageHOLDERS in writing immediately. Any infringement of ImageHOLDERS Intellectual Property Rights will be vigorously pursued.
12.4 The Customer grants imageHOLDERS a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to imageHOLDERS for the term of the Contract for the purpose of providing the Services to the Customer.
12.5 This clause 12 shall survive termination of the Contract.

13 CONFIDENTIALITY
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, nor any of the terms of this Contract, except as permitted by clause 13.2.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights or perform its obligations under or in connection with this Agreement.

14 PRODUCT INFORMATION
14.1 The Customer shall ensure that any safety information of whatever kind provided by ImageHOLDERS in relation to the Products supplied is passed, where the Products are supplied for use at work, to the Customer’s employees or, where the Products are supplied for resale, to the subsequent purchaser. The Customer shall not alter, mask or remove any such safety information from the Products.

15 LIMITATION OF LIABILITY
15.1 The limits and exclusions in this clause reflect the insurance cover imageHOLDERS has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
15.2 References to liability in this clause 15 includes every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979.
15.4 Subject to 15.3, imageHOLDERS’s total liability to the Customer shall not exceed 150% of the price paid under the Contract.
15.5 Subject to 15.3, the following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.

15.6 Without limitation or prejudice to any of the foregoing, the Customer shall fully and promptly indemnify and hold ImageHOLDERS harmless against any and all losses, damages, costs and expenses whatsoever and howsoever arising from any breach of any Customer obligation or duty under these Conditions, the Contract, or otherwise, whether attributable to the Customer, its servants or agents, or to any subcontractors appointed by the Customer.
15.7 A claim under the Contract has to be brought by the Customer within 48 months of the date the Customer becomes aware of the cause of action.
15.8 This clause 15 shall survive termination of the Contract.

16 FORCE MAJEURE
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such failure or delay is caused by events, circumstances or causes beyond its our reasonable control (“Force Majeure Event”). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

17 TERMINATION
17.1 Without prejudice to any rights that have accrued under any Contract or any of its rights or remedies, imageHOLDERS may terminate the Contract at any time by giving written notice, but will use reasonable commercial endeavours to give the Customer not less than one month’s written notice.
17.2 imageHOLDERS may terminate the Contract at any time if the Customer fails to pay any amount due under the 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.
17.3 Without prejudice to any rights that have accrued under any Contract, or any of its rights or remedies, either party may terminate any Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any material term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(b) the other party 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 if either party becomes subject to (or proposes to be become subject) any formal insolvency procedure such as receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy;
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(d) the other party (or its employees or associates) are found to be involved in acts of bribery or corruption in breach of either the UK Anti Bribery Act 2010 or any anti-bribery or corruption legislation set out by the regulatory bodies in the country in which the other party transacts business.

17.4 Without affecting any other right or remedy available to it, imageHOLDERS may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Customer and imageHOLDERS if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 17.3(b) to (d), or imageHOLDERS reasonably believes that the Customer is about to become subject to any of them.

17.5 On termination of the Contract:

(a) the Customer shall immediately pay to imageHOLDERS all of imageHOLDERS’ outstanding unpaid invoices and interest and, in respect of Products and Services supplied but for which no invoice has been submitted, imageHOLDERS shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of the ImageHOLDERS Materials and any Deliverables and/or Products which have not been fully paid for. If the Customer fails to do so, then imageHOLDERS may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

17.6 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

18 GENERAL

18.1 Communications. The parties agree that communication “in writing” with ImageHOLDERS will be mainly electronic via email and via the Website. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that ImageHOLDERS provides to it electronically comply with any legal requirement that such communications be in writing.
18.2 Notices. All notices given by either Party must be sent to the CEO of the other Party at the address shown on the Order or Order Confirmation, provided that ImageHOLDERS may give notices in respect of non-material matters on the Website. Notice will be deemed received and properly served immediately when posted on the Website (for non-material changes) or, if sent, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee. 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.
18.3 Assignment. Each Contract is binding on each Party including their successors and assigns. The Customer may not transfer, assign, charge or otherwise dispose of a Contract, or any of its rights or obligations arising under it, without imageHOLDERS’ prior written consent. ImageHOLDERS may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of its rights or obligations arising under it, at any time during the term of a Contract.
18.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
18.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 18.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
18.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). ImageHOLDERS may revise and amend these Conditions from time to time to reflect changes in market conditions affecting ImageHOLDERS business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and for any other reason.
18.7 Policies. The Customer will be subject to the policies and Conditions in force at the time of ordering Products, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed), or if ImageHOLDERS notifies the Customer of a change to those policies or these Conditions before ImageHOLDERS send you the Order Confirmation.
18.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

19 ENTIRE AGREEMENT

19.1 The Contract represents the entire agreement between the Parties and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
19.2 Each party acknowledges that, in entering into a Contract, neither party has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between the parties prior to such Contract except as expressly stated in these Conditions.

20 LAW AND JURISDICTION

20. 1 The 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.
20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.