1. In these Conditions:
“Agreement” means the agreement for the supply of services and/or gifts; ART MORPHOLOGY means ART MORPHOLOGY Corporate Gifts Ltd, the registered address of which is 94 QUEENSWAY LONDON W2 3RR.  “ART MORPHOLOGY Brand” refers to any logo or proprietorial mark owned by any of ART MORPHOLOGY Corporate Gifts Ltd, ART MORPHOLOGY MUSEUM GIFT LTD or ART MORPHOLOGY Ltd; “ART MORPHOLOGY IPRs” means any Intellectual Property Rights developed, created, written or prepared by ART MORPHOLOGY.  “Client” refers to the recipient of any services or products supplied by any Art Morphology company.  “Client IPRs” means any Intellectual Property Rights owned by the Client, or produced by ART MORPHOLOGY for the Client in connection with this Agreement. “Conditions” means the standard terms, conditions and warranties (“terms and conditions”) of service set out in this document and (unless the context otherwise requires) any Orders made under this Agreement; “Fee” is the charge for the Gifts as set out in the applicable Order Form.  “Gift(s)” means any goods sold by ART MORPHOLOGY under this Agreement.  “Gift-wrapping” is the presentation of Art Morphology gifts in ART MORPHOLOGY-branded gift boxes.  “Intellectual Property Rights” includes any copyright, design right, registered design or other rights of a similar nature, any patent or invention, and any trade or service marks.  “Personalising” means individualising a Client’s Gifts by engraving, etching or embossing with a logo and/or copy, or creating unique packaging for the Client.

2. Placing an Order:

The Client may request gifts from ART MORPHOLOGY. Upon receiving a request, ART MORPHOLOGY will, accept the request (subject to stock levels and delivery schedules), and will send an Order Form to the Client, which the Client must inspect, sign and return. The Order will be confirmed when ART MORPHOLOGY receives the signed Order Form back from the Client.

3. Altering an Order:

a. It is understood that ART MORPHOLOGY will prepare each Order in reliance upon the information contained in the signed Order Form. Should the Client subsequently wish to change the order, ART MORPHOLOGY will endeavour to amend the Order to take this into account. Whenever possible, ART MORPHOLOGY will endeavour to waive charges for amending an order.

b. Should the Client wish to amend the Order, and Art Morphology is not able to make amendments without incurring extra costs, ART MORPHOLOGY will be entitled to adjust the Fee to take into account any alterations made to the Order. Should the Client decide, at this stage, against making alternations to the Order, then the original Fee will apply. Examples of situations where further costs will be incurred include, without limitation, where the client wishes to make changes to gifts that have already been personalised; or where the client wishes to amend an Order that has already been gift-wrapped.

c. Should the client wish to amend the order and it is not possible for ART MORPHOLOGY to accommodate the change for any reason, ART MORPHOLOGY will, subject to clause 4 below, supply the Client’s original Order.

4.Cancelling an Order:


a. In the case of an Order for Gifts that have not been personalised, the Client may cancel the order at any time prior to delivery, or during the seven days following delivery provided that the Gifts are returned in a merchantable condition. The Client will (if applicable) become liable for the costs involved in Gift-wrapping each Gift, and (if applicable) the original cost of delivery of the Order.

b. In the case of an Order for Personalised Gifts, the Client may cancel the order at any time prior to Personalising at no cost. Once Gifts have been Personalised the Order cannot be cancelled. ART MORPHOLOGY is not obliged to inform the Client when Personalising is due to take place. Once the Client has signed off the artwork and/or copy, the Client can assume that the Gift will be Personalised imminently.

c. Notwithstanding the above, when a Client places an Order or part of an Order for Gifts that are not in stock, and which Art Morphology has to order specifically for the Client, this Order cannot be cancelled.

5. Fees:

a. The Client shall pay ART MORPHOLOGY for the Fee of the Gifts, including the cost of Personalising, customised Gift-wrapping and delivery. Delivery is charged at cost of + 15% to cover administrative costs.

b. Gift-wrapping will be provided free of charge, except where the Client commissions customised packaging. In such cases, the Gift-wrapping will be treated as Personalising and the Client is likely to incur costs should the Order for the Gift be cancelled or altered in any way.

c. If ART MORPHOLOGY has to buy goods or commission services from a third party on behalf of a Client, and the cost of those goods or services is high, ART MORPHOLOGY will request that the Client pay for all or part of the costs in advance, before confirming the purchase or commission.

6. Invoices:


a. The Fees, all Expenses and all other sums payable under this Agreement are exclusive of value added tax (VAT) or other applicable sales tax which shall be payable at the prevailing rate.

b. Where any sum payable by the Client under this Agreement is to be paid in a currency other than sterling ART MORPHOLOGY will convert the sum in question into the currency of payment using the rate of conversion given by the Financial Times newspaper on the day the invoice is sent.

c. Unless stated differently on an Order, invoices for the Fee and delivery will be issued after the Gifts have been despatched, for payment within 30 days.

d. Without prejudice to ART MORPHOLOGY’s other rights and remedies, interest at the rate of 6% per annum above the base rate of National Westminster Bank plc may be charged on overdue payments. Payments become overdue after the 30-day payment period and interest will be accrued from that day up to the day payment is received.

e. Ownership of Gifts shall remain with ART MORPHOLOGY until the Fee in respect of those Gifts has been paid.

7. Terms:

This Agreement shall continue until terminated in accordance with the provisions of clause 13.

8. The Client’s Obligations:


a. The Client shall be responsible for signing-off any artwork and/or copy prior to the Personalising of Gifts.

b. The Client will indemnify ART MORPHOLOGY against all damages, losses, expenses or liability (including reasonable legal fees and costs) incurred by ART MORPHOLOGY as a result of, or in connection with, the correct use of any copy or logos supplied by the Client or its agents.

9. ART MORPHOLOGY’s obligations:


a. ART MORPHOLOGY will use its best endeavours to complete the Client’s Order on time.

b. Once the Order is confirmed, ART MORPHOLOGY will obtain the Client’s written approval prior to Personalising any Gifts.

c. Should ART MORPHOLOGY incorrectly deviate from signed-off artwork or copy, ART MORPHOLOGY will, subject to stock levels, redo the affected part of the Client’s Order at no extra charge, and will pay any excess on the delivery charge caused by having to use an expedited delivery service. If ART MORPHOLOGY cannot supply the same Gifts owing to depleted stock levels, it will offer the Client the choice of choosing alternative Gifts of equal value, or cancelling the Order.

d. Should ART MORPHOLOGY supply incorrect Gifts to the Client, ART MORPHOLOGY will, subject to stock levels, rectify the mistake at no extra charge to the Client.

10. Client and third-party errors 
ART MORPHOLOGY cannot be held responsible for:

a. Errors resulting from false or ambiguous information given by the Client.

b. Errors or delays caused by Personalising services, provided that ART MORPHOLOGY has supplied all relevant information correctly and on time.

c. Delays caused by couriers or the postal service, provided that ART MORPHOLOGY has correctly addressed the Client’s Gifts.

11. Copyright and Other Intellectual Property Rights:

a. Ownership of all Client IPRs shall remain solely with the Client at all times. Upon placing an Order the Client grants to ART MORPHOLOGY a non-exclusive, worldwide, royalty-free licence to use the Client IPRs for the purpose of supplying Gifts.

b. ART MORPHOLOGY will do its utmost to protect Client IPRs at all times. ART MORPHOLOGY shall not disseminate the Client’s IPRs to any third parties, except where necessary for the completion of a Client’s Order.

c. The Client grants to ART MORPHOLOGY a revocable, non-exclusive, worldwide, royalty-free licence to use his or her IPRs for use in its sales and marketing materials.

d. The Client will not own any Intellectual Property Rights that is developed, written or prepared by a third party and licensed to ART MORPHOLOGY.

e. The Client will not acquire any ownership or licence over the ART MORPHOLOGY Brand, or any ART MORPHOLOGY IPRs. The Client may not repackage the Gifts, or change them in any way without prior written agreement from ART MORPHOLOGY. Also, the Client cannot use the ART MORPHOLOGY Brand in any context without written approval from ART MORPHOLOGY.

12. Liability:

a. For any claim made under this Agreement, the maximum liability ART MORPHOLOGY will accept will be limited to the actual cost of the Gifts for which the claim is made.

b. In no circumstances shall ART MORPHOLOGY be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any loss of profit, business, contracts, revenues or anticipated savings; or for any special, indirect, incidental or consequential damage of any nature whatsoever.

13. Termination:

a. Notice of termination of this Agreement may be given by either party at any time. Upon either party providing notice, ART MORPHOLOGY will, subject to Clause 4, complete any Orders then in existence, after which this Agreement will terminate.

b. On termination for whatever reason, the Client will be responsible for all Fees incurred up to the date when termination takes effect.

c. Either party may at any time terminate this Agreement (without limiting any other remedy) with immediate effect by giving written notice of its election to do so to the other party. Should the other party:
i.     Have an Administrator or Receiver appointed over the whole or any part of its assets or any order made or resolution passed for its administration or winding up (unless as part of a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or suffers anything analogous to any of the foregoing under the law of any jurisdiction; or
ii.     Materially breach any provision of this Agreement and fail to remedy such breach within 30 days after receipt of notice detailing the breach.

14. Notices:


Any notice to be given under this agreement will be in writing and sent to the registered address of the appropriate party or to such other address as such party may have specified by prior written notice to the other party. Such notice shall be deemed given upon personal delivery; when sent by confirmed facsimile; on the next working day following posting by special delivery; or 3 days after posting if sent by ordinary first class post.

15. Failures:

Delays
Notwithstanding clause 10, neither party will be liable for its failure or delay in performance of its obligations under this agreement due to any circumstances beyond its reasonable control (including, without limitation, any form of industrial action).


16. Assignment:

Save as provided herein, this Agreement cannot be assigned by either party without the prior written agreement of the other party.

17. Waiver:

Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

18. Offer of Employment:

Each party hereby agrees not to induce any employee of the other to leave the other’s employment or contract for services of any kind to such persons at any time during the period of this Agreement or within 12 months after its termination howsoever arising. Should either party recruit a member of staff from the other party, the recruiting party shall pay to the other party the cost of recruiting a replacement of the same level.

19. Severability:

If any provision of this Agreement is declared by any judicial or other competent authority to be unenforceable the remaining provisions of this Agreement shall remain in full force and effect.

20. Entire Agreement:

a. These Conditions together with the Letter and any Orders constitute the entire Agreement between ART MORPHOLOGY and the Client with respect to the Services and supersedes all previous oral or written undertakings and agreements which may have subsisted. All other terms and conditions, express or implied, by statute or otherwise are excluded to the fullest extent permitted by law. Where there is a conflict between the terms of this Agreement and the terms of an Order Form, the terms of the Order Form shall prevail. Additions to or modifications of this Agreement will only be effective if in writing and signed by a duly authorised representative of the parties.

b. ART MORPHOLOGY shall, if requested by the Client, endeavor to quote any purchase order number provided by the Client on its invoices. However the absence of such does not affect the Client’s obligation to pay sums due under this Agreement. Any terms and conditions contained in any purchase order are specifically excluded from this Agreement.

21. Rights of Third Parties:

For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.

22. Authority:


The Client warrants that the person signing this Agreement on its behalf is duly authorised to do so.

23. Governing Law:


This Agreement will be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.