Electric Lemon Terms and Conditions

These Terms and Conditions will govern the relationship between Electric Lemon and you.
Please read them carefully.

1. Definitions
In these Terms: Agreement means any agreement made between Electric Lemon and the Customer for the provision of the Services and Goods including these Terms and Conditions. Customer means the person or company who accepts Electric Lemon’s quotation for the provision of the Services and Goods. Material means any material supplied by the Customer to Electric Lemon for the proper performance of the Agreement including but not limited to computer disks and the programs and graphics contained on them, drawings, sketches, plans, photographs or any other record of information in any form. Electric Lemon means Electric Lemon ltd and any sub-contractors or assignees. Services and Goods means the services and/or goods provided by Electric Lemon in pursuance of the Agreement.

2. Sole Agreement Terms
Any Agreement between Electric Lemon and the Customer, whether written or oral, shall be governed by these Terms and Conditions. Electric Lemon and the Customer agrees that these are the only terms and conditions applicable and the Customer confirms that no representations made by Electric Lemon’s employees or agents have been relied on other than those confirmed in writing.

3. Confirmation of Orders by Electric Lemon
No order or variation to any specifications or similar direction submitted by the Customer shall be accepted by Electric Lemon unless and until it is confirmed in writing by Electric Lemon.

4. Customer’s Responsibilities

4.1 The Customer is responsible for the accuracy of the terms of any order placed and any applicable specifications submitted to Electric Lemon.

4.2 The Customer shall provide Electric Lemon with all the necessary information required to carry out the work in accordance with the Agreement and customer specifications including any time frame requirements.

4.3 The Customer confirms that it has the right to use the Material and these rights include but are not limited to intellectual property rights. The Customer further confirms that he has the right to pass the Material on to Electric Lemon for use in connection with the services rendered under the Agreement. Any Material provided by the Customer remains at the Customer’s sole risk and Electric Lemon shall not be responsible for the return of any Material, damage thereto or loss thereof or any consequential loss.

4.4 The Customer agrees to indemnify Electric Lemon against any loss or damage including consequential loss and loss of profit suffered by Electric Lemon as the result of the provision of the Material by the Customer and its use by Electric Lemon, including but not limited to, any loss or damage created by computer viruses or any infringement of any patent copyright, design, trademark or other intellectual property rights.

5. Intellectual Property
5.1 All rights to any intellectual property subsisting in the Services and Goods, including but not limited to, designs, visual images, techniques and programs, shall remain vested in Electric Lemon or, where appropriate, a third party.

5.2 Nothing in the Agreement or elsewhere will limit Electric Lemon’s ownership and use of ideas, concepts, know-how, methods, models, date, techniques, skill knowledge and expertise that were used, developed or gained in connection with the Agreement.

6. Non-solicitation of Employees During and for one year after the supply of the Services and Goods, the Customer agrees not to solicit the employment of, or employ any of Electric Lemon’s employees, without Electric Lemon’s prior written approval.

7. Invoicing, Payment and Interest
7.1 Save as otherwise agreed in writing, the Customer agrees to pay 40% of the agreed price prior to any work being commenced by Electric Lemon.

7.2 Except in respect of 7.1 above, invoices will be submitted to the Customer on a monthly basis. However, Electric Lemon reserves the right to submit interim invoices if it deems necessary. Payment must be made by the Customer on delivery and Electric Lemon may charge interest at a rate of 5% above the base rate of National Westminster Bank until payment is made in full. This interest shall be charged separate from any interest applicable by law.

7.3 All amounts payable under this Agreement are, unless stated otherwise, exclusive of VAT or any other taxes, fees or charges and the Customer shall be responsible for payment of these.

7.4 The Customer is responsible for the immediate reimbursement of all out of pocket expenses directly incurred by Electric Lemon in the supply of the Services and Goods including but not limited to materials, third party fees and travel expenses [which have previously been identified by Electric Lemon or approved by the Customer].

8. Assignment and Subcontracting
Electric Lemon may assign or sub-contract the whole or any part or parts of the Agreement at any time. The Customer may not assign any right or obligation resulting from this Agreement without the prior written consent of Electric Lemon.

9. Company Logo/Hyperlink
Electric Lemon reserves the right to place its Company logo and/or a hyperlink to its web-site on any web-site it produces or works on.10. Offensive Material Electric Lemon reserves the right to refuse any Material for insertion onto a web-site which it in its sole discretion finds inappropriate or offensive.

11. Retention of Title
Property in any of the Services and Goods provided by Electric Lemon does not pass to the Customer until all monies owed by the Customer to Electric Lemon have been paid in full in accordance these Terms and Conditions.

12. Liability
12.1 Subject as expressly provided in these Terms and Conditions and except where the Services and Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Agreement Terms Act 1977) all warranties conditions and other terms implied by statute or common law are excluded to the extent permitted by law.

12.2 A claim by the Customer which is based on a defect in the quality or condition of the Services and Goods provided or their failure to correspond with any specification shall (whether or not delivery is refused by the Customer) be notified to Electric Lemon within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and/or the Customer does not notify Electric Lemon accordingly, the Customer shall not be entitled to reject the Services and Goods, Electric Lemon shall have no liability for any such defect or failure, and the Customer shall be bound to pay the price as if the Services and Goods had been delivered in accordance with the Agreement

12.3 Except in respect of death or personal injury caused by Electric Lemon’s negligence, or liability for defective products under the Consumer Protection Act 1987, Electric Lemon shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty under common law, or under the express terms of the Agreement, for loss of profit or any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Electric Lemon, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services and Goods (including any delay in supplying or any failure to supply the Services and Goods in accordance with the Agreement or at all) or the use or re-sale by the Customer, and the entire liability of Electric Lemon under or in connection with the Agreement shall not exceed the price of the Services and Goods, except as expressly provided in these terms.

12.4 Electric Lemon exercises all reasonable care and skill in the design and construction of web-sites but will not accept any responsibility for a web-site’s content and the Customer agrees to verify that everything published on a web-site conforms with all applicable laws and is free from any errors whatsoever.

12.5 No supply dates are guaranteed and Electric Lemon shall not be responsible for any loss or damage be it consequential or otherwise suffered by the Customer as a result of late supply of any Services and Goods under the Agreement.

12.6 Where Electric Lemon is responsible for the running and/or maintenance of a web-site, due to the nature of the technology, Electric Lemon does not guarantee the maintenance of an uninterrupted or error-free service and no responsibility for any resulting loss or damage is accepted.

13. Arbitration
Any claim or dispute arising in relation to this Agreement must be notified to Electric Lemon in writing within seven days of the date of the invoice and the Customer agrees that if Electric Lemon and the Customer, are unable to negotiate a settlement the Customer will agree to have the dispute settled by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President of the Chartered Institute of Arbitrators.

14. Insolvency of the Customer
Electric Lemon may terminate the Agreement with immediate effect if the Customer fails to make any payment on the due date or makes a voluntary arrangement with its creditors or (being an individual or a 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), the Customer ceases or threatens to cease to carry on business or in case of any similar event.

15. Unenforcability and Waivers
15.1 If any provision or any part of a provision in the Agreement is held by a court or other competent authority to be invalid or unenforcable the remainder of the Agreement shall not be affected.

15.2 No waiver by Electric Lemon of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16. Notices
Any notices required or permitted to be given by either party under the Agreement shall be in writing to the other party’s’ 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.

17. Governing Law
These terms and conditions shall be governed by the Laws of England, and the Customers agrees to submit to the non-exclusive jurisdiction of the English courts.Applicable to:

These terms and conditions only apply to Electric Lemon
Registered Office
Electric Lemon
The Manor House
126 High Street
West Midlands
B91 3SX

These are Terms And Conditions are applicable from 24/01/09