Terms and conditions

1 Interpretation
1.1 In these Conditions:
'BUYER' means the person who accepts a quotation of the Seller for the sale of the Services or whose order for the Services is accepted by the Seller
'SERVICES' means the services (including any part of the services) which the Seller is to supply in accordance with these Conditions of supply of web promotion tools and or services.
'SELLER' means Clicksplus or any affiliated company
'CONDITIONS' means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
'CONTRACT' means the contract for the purchase and sale of the Services
'WRITING' includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the application or use of the Services which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Services shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the Services
4.1 The price of the Services shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before provision of the Services, to increase the price of the Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller.
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Services on or at any time after delivery of the Services.
5.2 The Buyer shall pay the price of the Services within 30 days of the date of the Seller's invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.4.1 cancel the contract or suspend any further provision of Services to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Services as the Seller may think fit; and
5.4 3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of three per cent per calendar month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
5.4.4 charge an administration fee of £100.00.

6. Warranties and liability
6.1 Subject to the conditions set out below the Seller warrants that the Services will correspond with their specification at the time of delivery or provision.
6.2 The above warranty is given by the Seller subject to the following conditions:
6.2.1 the Seller shall be under no liability in respect of any defect in the Services arising from any specification or instruction by or on behalf of the Buyer;
6.2.2 the Seller shall be under no liability in respect of any defect or claim arising from a failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration to the Services without the Seller's approval;
6.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Services has not been paid by the due date for payment;
6.3 Any claim by the Buyer which is based on any defect in the quality of the Services or their failure to correspond with specification shall be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent) within a reasonable time after discovery of the defect or failure.
6.4 Where any valid claim in respect of any of the Services which is based on any defect in the quality or condition of the Services or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to re-supply the Services (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Services (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
6.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
6.5.1 Act of God, explosion, flood, tempest, fire or accident;
6.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.5.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
6.5.4 import or export regulations or embargoes;
6.5.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
6.5.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
6.5.7 power failure or breakdown in machinery.

7. Insolvency of buyer
7.1 This clause applies if:
7.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
7.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or 7.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
7.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
7.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further Services under the Contract without any liability to the Buyer, and if the Services have been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

8. General
8.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other 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.
8.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.3 If any provision of these 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 Conditions and the remainder of the provision in question shall not be affected.

9. Refund policy
9.1 Clicksplus adheres to, and stands behind, rigorous practices and policies in fulfilling traffic orders. Nevertheless, if for any reason a customer is not completely satisfied with the traffic supplied in fulfillment of their order, the customer may request that Clicksplus cancels their order and refunds an appropriate portion of their payment. Refunds will be calculated on an ad hoc basis and will relate strictly to the amount of traffic paid for but left unsupplied at the time of cancellation of a particular order.
To request the cessation of an order and to request a refund, please call Clicksplus on 0207 491 8886.
This refund policy is not an exclusive remedy and does not limit other remedies that may be available to customers.
9.2 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non exclusive jurisdiction of the English courts.