ChurchAdworld.com 

TERMS AND CONDITIONS | POLICIES OF CHURCHADWORLD.COM LTD

1. General 

THE CUSTOMER’S ATTENTION IS, IN PARTICULAR, DRAWN TO THE PROVISIONS OF CLAUSE 7.2 IN THE SECTION ENTITLED LIABILITY.  

1.1 For the purposes hereof “the Company” shall mean Church AD World. Com LTD (a company registered in Nigeria) and all divisions thereof  from time to time, and “the Customer” shall mean the party (whether a person, firm, company, Organization or other entity or body) to whom the relevant  invoice is issued by the Company or who otherwise contracts to acquire the relevant Services from the Company. The “Products” shall mean any and all  physical or digital products, data, files, goods, materials or other items supplied by the Company to the Customer pursuant to any Contract and the  “Services” shall mean any and all services provided by the Company to the Customer pursuant to any Contract. These Terms and Conditions shall apply  to the supply by the Company of Services except where the application to one or the other is specified (or where the context otherwise requires). 

1.2 Every contract concluded between the Company and the Customer shall comprise solely of the relevant invoice and these standard Terms  and Conditions which shall be attached thereto and/or made available to the Customer beforehand (“the Contract”). All other terms, conditions or  representations are hereby specifically excluded including, without limitation, any terms or conditions that the Customer purports or attempts to (i) add,  impose, apply, incorporate by way of (or otherwise endorse on) any purchase order, order confirmation or similar document, or in any other manner, and  whether or not any such document is referred to in the Contract or (ii) imply by trade, custom, practice or course of dealing, save (in each and any such  case) for any additional terms and conditions that are expressly and specifically agreed in writing and in advance between a director of the Company and  the Customer. In the event of any conflict arising between these Terms and Conditions and any terms or conditions so added, the former shall prevail.  These Terms and Conditions override and replace any other standard or published terms and conditions of the Company from time to time. The Contract  constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, undertaking, warranty, promise  or representation made or given by (or on behalf of) the Company which is not set out in the Contract. 

1.3 The Company’s proposals, tenders, rate cards, quotations or estimates do not (in any event) constitute an offer. Each order made, or  acceptance of a proposal, quotation, rate card, tender or estimate, for Services by the Customer shall be deemed to be an offer by the Customer to secure such Services from the Company subject to these Terms and Conditions. No order placed by the Customer shall be deemed to have been accepted by  the Company (and no contract shall arise, or be deemed to have been formed, between the Company and the Customer) unless and until a written  acknowledgement of order has been issued by the Company or (if earlier) the relevant Products and/or Services are delivered to the Customer. The  Customer is responsible for ensuring that the terms of its order, and any applicable specification(s), are complete and accurate. The nature, quantity and  description of the Services shall be as set out in the Company’s proposal, quotation, rate card, tender, estimate or acknowledgement of order. Any  proposal, quotation, rate card, tender or estimate given by the Company shall be valid for a period of thirty (30) days, unless previously withdrawn or  extended by the Company. 

1.4 Any and all samples, drawings, descriptive matter, specifications and advertising/promotional material issued or published by the Company,  and any descriptions or illustrations contained in the Company’s catalogues or brochures or on the Company’s website, are (in each and any such case)  issued or published by the Company for the sole purpose of giving an approximate idea of the Products and/or Services described therein and they shall  not, nor shall they be deemed to, form part of any Contract (or otherwise have any contractual force). 

1.5 The Customer will (i) ensure that the terms of each specification and order for Products and/or Services (as applicable) is complete and  accurate (ii) co- operate with the Company in all matters relating to the supply of the Products and/or Services and (iii) provide the Company with such  information and materials as it reasonably requires in order to supply the relevant Products and/or Services, and ensure that such information is accurate  in all material respects. If the Company's performance of any of its obligations under any Contract is prevented or delayed by any act or omission of the  Customer or failure of the Customer to perform any relevant obligation (a “Customer Default”) (a) the Company shall, without limiting its other rights or  remedies, have the right to suspend performance of the relevant Contract 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 to the extent the Customer Default prevents or delays the Company's performance of  any of its obligations (b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from  the Company's failure to perform (or delay in performing) any of its obligations as set out in this clause 1.5 and (c) the Customer shall reimburse the  Company on written demand for any costs or losses sustained by the Company arising directly or indirectly connection with) the Customer Default  

2. Price and Payment 

2.1 The agreed price for the Products and/or Services shall be exclusive of any value added tax (“VAT”) and any and all costs and charges relating  to packaging, loading, carriage/transport and insurance, all of which amounts the Customer shall pay in addition to the basic price of the relevant Products  and/or Services and when it is due to pay for the relevant Products and/or Services under these Terms and Conditions. The expenses for designs, pre production prototypes, samples and all services carried out at the request of Customer shall be borne by the Customer and shall be invoiced separately  in the case that the order does not follow. Where any taxable supply for VAT purposes is made under any Contract by the Company to the Customer, the  Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable  on the supply of the relevant Products and/or Services at the same time as payment is due for the supply of those Products and/or Services. 

2.2 Unless otherwise agreed in writing in advance, payment for all Products and Services is due to the Company in cleared funds (without set-off  or deduction), immediately on receipt of the relevant invoice by the Customer, into the bank account nominated by the Company in writing from time to  time. Time for payment by the Customer shall be of the essence of the relevant Contract. Where payment is made by means of a cheque (or other  negotiable instrument) the Company shall not be deemed to have received payment until the cheque (or other instrument) has been honoured on  presentation for payment. If the Customer fails to pay the Company in accordance with this clause 2.2, or if any sum is due from, and remains unpaid (in  whole or in part) by, the Customer to the Company pursuant to the Contract, or any other contract entered into between the Customer and the Company,  the Customer shall be liable to pay (and hereby fully indemnifies the Company on demand from and against) any and all legal and other costs or expenses  which the Company may suffer or incur in connection with such failure by the Customer to make due payment. In addition, and without prejudice to the  Company’s other rights and remedies, interest will be payable by the Customer to the Company during the period from the due date for payment until the  date of actual payment (“the outstanding period”) on any and all such outstanding sums at a rate of three per cent (3%) per annum above the base lending  rate of the National Westminster Bank PLC in force from time to time during the outstanding period (after as well as before judgement) accruing on a daily  basis and compounded quarterly. The Company also reserves the right to claim interest under the Late payments by the customers.

2.3 Without prejudice to the Company’s rights and remedies set out herein (and its other rights and remedies under the general law), in the event  of non- payment by the Customer, the Company shall also be entitled to (i) suspend any and all further deliveries of Products and/or Services to the  Customer (under the relevant Contract or otherwise) until any such outstanding payment has been made in full (ii) cancel the order made by the Customer  pursuant to the relevant Contract, and/or any other order or orders made by the Customer remaining to be fulfilled (under the relevant Contract or  otherwise) insofar as any Products and/or Services remain to be delivered to the Customer or (iii) otherwise terminate the relevant Contract and/or any  other contract entered into between the Customer and the Company (whereupon, notwithstanding any other provision of these Terms and Conditions, all  amounts payable by the Customer under the relevant Contract, and/or any such other contract, shall become immediately due and payable to the  Company). 

2.4 The Company hereby reserves the right to increase the price of any Products and/or Services, by giving written notice to the Customer at any  time before delivery, to reflect any increase in the cost to the Company of providing the Products and/or Services to the Company that is due to (i) any  factor beyond the control of the Company (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and/or increases in  labour, materials and other manufacturing costs) (ii) any request by the Customer to change the delivery date(s), specification(s), quantities or types of  Products and/or Services ordered or (iii) any delay caused by any instructions of the Customer in respect of the relevant Products and/or Services or any  failure of the Customer to give the Company adequate or accurate information or instructions in respect of the relevant Products and/or Services. 

2.5 All invoice queries must be notified in writing by the Customer to the Company within seven (7) days of the date of the relevant invoice,  otherwise the invoice shall be deemed to be correct and the Customer shall be bound to pay such invoice in full in accordance with these Terms and  Conditions. The Customer shall pay all amounts due under each Contract in full without any deduction or withholding except as may be required by law  and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any  such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Customer against  any amount payable by the Company to the Customer. The Company may withdraw any credit facilities at any time, by giving notice to the Customer,  and without giving any reason. 

3. Delivery and Transport  

3.1 Where the Products are delivered by the Company’s own transport or carrier, or by a courier on behalf of the Company, the risk therein shall  pass to the Customer immediately upon delivery of those Products. In the case of any Products and/or Services, any delivery dates and/or times specified  by the Company, although given in good faith, are intended to be an estimates only and, although the Company will use reasonable endeavours to deliver  the relevant Products and/or Services in accordance with such delivery dates and/or times, the dates and/or times for delivery of those Products and/or  Services shall not be (or be deemed to be or be made by notice) of the essence or binding on the Company. If no delivery dates and/or times are specified  by the Company, delivery of the relevant Products and/or Services shall take place within a reasonable time. In all other cases, the relevant Products  shall be deemed to have been delivered, and the risk therein to have passed to the Customer, immediately upon their transfer to the courier nominated  by the Customer or, if the Customer is to collect the Products from the Company, immediately upon the Company notifying the Customer that the Products  are available for collection. In the case of Services, they shall be deemed to have been delivered to the Customer when they have been performed in  accordance with the relevant Contract. The Company shall not be liable to the Customer for any direct, indirect or consequential losses, costs, damages,  charges or expenses caused directly or indirectly by any delay in the delivery of any Products and/or Services (even if caused by the Company’s  negligence) nor shall any such delay entitle the Customer to terminate or rescind the relevant Contract. 

3.2 If, for any reason, the Customer fails to collect or accept delivery of all or any Products and/or Services when they are ready for collection or  delivery (or, in the case of Services, when they have been performed), or the Company is unable to deliver the relevant Products and/or Services on time  because the Customer has not provided appropriate instructions, documents or information then, as applicable (i) risk in the relevant Products shall pass  to the Customer (ii) the relevant Products and/or Services shall be deemed to have been delivered and (iii) the Company may store the relevant Products  until collection or delivery takes place, whereupon the Customer shall be liable for all storage, insurance and other costs. If, five (5) working days after  the Company has notified the Customer that the relevant Products are ready for delivery, the Customer has not accepted or taken delivery of them, the  Company can re-sell or otherwise dispose of part or all of the relevant Products and, after deducting its reasonable costs, account to the Customer for  any excess over the price of the Products or (as applicable) charge the Customer for any shortfall below the price of the Products. 

3.3 If the Customer fails to supply the relevant copy master tapes, audio or data masters, recordings, images, artwork, designs and/or other  materials required to be supplied by the Customer to the Company under the relevant Contract, or otherwise fails to provide the Customer with adequate  delivery instructions and/or fails to make payment in accordance with that Contract, then any proposed or agreed time(s) and/or date(s) for delivery of  the relevant Products and/or Services by the Company shall be extended by a minimum of three (3) working days in addition to the period of the delay in  such supply or payment by the Customer. 

3.4 The quantity of Products, as recorded by the Company upon despatch thereof to the Customer, shall be conclusive evidence of the quantity  of Products received by the Customer on delivery unless the Customer can provide conclusive evidence to the contrary. In any event, the Company shall  not be liable to the Customer for any non-delivery of any Products and/or Services (even if caused by the Company’s negligence) unless the Customer  gives written notice of the non-delivery to the Company within three (3) working days of receipt by the Customer of the invoice in respect of the relevant  Products and/or Services. 

3.5 If any Products are faulty or damaged or, where carried by the Company or on behalf of the Customer, are lost or damaged in transit, the  Customer shall submit a detailed claim in writing to the Company with three (3) working days of delivery describing the nature and extent of any such loss  or damage to enable the Company to make any necessary claim against the manufacturer or carrier within the relevant time limit. If the Customer fails to  give such written notice to the Company, the Products shall be deemed in all respects to be (and to have been delivered) in accordance with the Contract  and the Customer shall be bound to accept and pay for the same accordingly. The Customer will, if necessary in the case of faulty or damaged Products,  arrange for and permit an inspection of the Products in question and provide appropriate inspection facilities. The faulty or damaged Products must not  be removed from the original packaging by the Customer nor dealt with nor disposed of in any way by the Customer and they must be stored in a separate  area of the Customer’s premises. Minor faults which are part of the applicable production process and/or do not affect the overall quality, functionality  and (as applicable) saleability of the relevant Products or Services shall not be a cause of rejection, claim or complaint by the Customer hereunder (and,  in respect of records in particular (but without limitation), a tolerance of 2mm warping or dishing is and shall be deemed to be acceptable). The Company  will not be liable in respect of any faulty or damaged Products if the Customer makes use of them or if the defect or damage has occurred due to a failure  by the Customer to follow any of the Company’s instructions in relation to the Products or if the Customer alters or repairs the relevant Products (or tries  to do so) without the prior written consent of the Company. If the Company accepts liability in respect of any faulty or damaged Products, the Customer  shall, at its own cost, return the faulty or damaged Products to the Company and, if the Company so elects (at its sole discretion), the Customer shall be  obliged to accept replacement Products provided they are of an acceptable quality, manufactured within a reasonable period after such return and  despatched to the Customer promptly following completion of manufacture.

3.6 Notwithstanding any of the foregoing provisions, the Company hereby expressly excludes any liability to the Customer which it might otherwise  have for loss or damage suffered or incurred by the Customer (including, without limitation, liability for any consequential loss or damage including,  without limitation, loss of profit) by reason of shortage of delivery or the quality or condition of the Products delivered or their loss or damage in transit  save insofar as any amount is recovered by the Company in respect thereof from the relevant manufacturer and/or carrier. In such circumstances, the  aggregate liability of the Company to the Customer (for negligence, breach of contract, misrepresentation or otherwise) shall in no event exceed the net  price invoiced by the Company to the Customer in respect of the defective, damaged or undelivered Products and at the Company’s discretion, it shall  either (i) deliver or replace the relevant Products within a reasonable time as provided above or (ii) issue a credit note against the invoice raised for the  relevant Products. 

3.7 If the Company delivers to the Customer a quantity of Products of up to ten per cent. (10%) more or less than the quantity originally ordered  by the Customer, the Customer shall not be entitled to object or to reject the Products (or any of them) by reason of the surplus or shortfall, as the case  may be, and the Customer shall be obliged to pay for such Products at the pro rata Contract rate. The Company also reserves the right to deliver up to  the Customer ten per cent (10%) more printed parts over the amount specified in the Contract so as to allow for wastage. Again, the Customer shall not  be entitled to reject such excess printed parts and shall be obliged to pay the Company for the same at the pro rata Contract rate. Where the Company  is holding a balance surplus to the Contract of any Products, the Company will at the Customer’s expense carry out the Customer’s reasonable written  instructions relating to such surplus Products. If the Customer’s written instructions are not received with one (1) month of the delivery of the final order  under the Contract relating to the Products in question, the Company (i) will not accept any liability whatsoever to the Customer for any loss, damage or  otherwise occurring to such surplus Products and 

(ii) reserves the right to deal with such surplus Products as it sees fit (and at its sole discretion). If any vinyl records, tapes/cassettes, CDs, CDRs, DVDs  combined CD & DVDs, printed parts or other Goods are held by the company for over 6 months whether surplus to contract or not, the company is entitled  to destroy or re-use the goods in a manner to be determined by the company. 

3.8 The Company may deliver any Products and/or Services by separate instalments, in which case each instalment shall constitute a separate  Contract and no cancellation or termination of any single Contract or instalment shall entitle the Customer to repudiate or cancel any other Contract or  instalment. Each separate instalment shall be invoiced by the Company, and paid for by the Customer, in accordance with the provisions of the relevant  Contract. 

4. Risk and Retention 

4.1 The Products shall be at the risk of the Customer on, and from the time of, delivery. However, the Products shall remain the sole and absolute  property of the Company until the Customer has paid (i) the Company for the relevant Products in full and in cleared funds and (ii) any other debts or  moneys (or the balances thereof) owed to the Company by the Customer in full and in cleared funds. The Company may recover payment for the relevant  Products notwithstanding that the ownership of those Products has not yet passed to the Customer. 

4.2 Until payment has been made to the Company in accordance with these Terms and Conditions and title in the Products has passed to the  Customer, if the Products have been delivered to the Customer hereunder, the Customer shall be in possession and control of the Products on a fiduciary  basis as bailee for the Company at law and in equity and shall maintain the Products in satisfactory condition (and stored separately from all other  products held by the Customer such that the Products readily identifiable as the Company’s property) and keep them insured on the Company’s behalf  (with a reputable insurer) for their full price against all reasonable risks/losses from the date of delivery and refrain from removing, defacing or obscuring  any identifying mark or packaging on or relating to the Products and otherwise give the Company any and all such information relating to the Products as  the Company may reasonably require from time to time and (i) if the Customer sells and/or delivers the relevant Products or any part thereof to any third  party in the ordinary course of its business (in which case such sale shall be a sale of the Company’s property on the Customer’s behalf and the Customer  shall deal as principal in relation to such sale) or (ii) if the relevant Products (or any part thereof) are damaged, lost or destroyed then, in either case and  in a strict fiduciary capacity, the Customer shall (in each and any such case) hold on trust for the Company, and not mix with any other monies (whether  in a bank account or otherwise), that proportion of, as the case may be, the proceeds of sale or the proceeds of insurance against damage, loss or  destruction (and any interest thereon) as is referable to the outstanding payment due from the Customer to the Company in respect of the relevant  Products. 

4.3 The Company hereby reserves the right, at any time and from time to time, to immediately re-possess any Products to which it has retained  title under this clause 4 and which have not been sold by the Customer and, in connection therewith but without limiting any other right or remedy the  Company may have, the Company may (at any time) require the Customer to deliver up the relevant Products and, if the Customer fails to do so promptly,  the Customer hereby irrevocably authorises the Company, its employees and/or any of its agents to enter the Customer’s premises (or any other premises  where the Products are or may be stored from time to time) at any time during normal business hours, and without further notice, in order to inspect and/or  (where applicable) recover any such Products. The Company’s rights under this clause 4 shall survive any termination of the relevant Contract with the  Customer for whatever reason. 

4.4 The Customer’s right to possession of the Products, prior to payment being made to the Company in full, shall terminate immediately and the  Company shall be entitled to terminate the relevant Contract, immediately by notice in writing to the Customer, and to stop any Products in transit and/or  suspend any further deliveries of Products and/or Services to the Customer, in the event that (i) the Customer has committed or permitted any material  breach of its obligations hereunder (ii) the Customer (being an individual) has a bankruptcy order made against him or makes an arrangement or  composition with his creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being  a body corporate) convenes any meeting of its creditors or enters into voluntary or compulsory liquidation or has a receiver, manager, administrator or  administrative receiver appointed in respect of its assets or undertaking or any part thereof or any documents are filed with the court for the appointment  of an administrator in respect of the Customer or notice of intention to appoint and administrator is given by the Customer or any of its directors or by a  qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986) or a resolution is passed, or petition presented,  to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are otherwise  commenced relating to the insolvency or possible insolvency of the Customer (iii) the Customer suffers or allows any legal or equitable distress or  execution to be levied on or against any of the Products and/or his/its property or to be obtained against him/it, or he/it fails to observe or /its obligations  under the Contract or any other contract between the Company and the Customer or is unable to pay his/its debts as they fall due (within the meaning of  section 123 of the Insolvency Act 1986) or the Customer ceases to trade or threatens to do so or (iv) the Customer encumbers, or in any way charges,  any or all of the Products. The Customer shall notify the Company in writing immediately that he or it is subject to any of the events described in this  clause 4.4. 

5. Intellectual Property Rights

The Customer hereby irrevocably warrants and represents to the Company that:  

5.1 it owns the copyright in, or is the owner or licensee of any and all intellectual property (and other proprietary) rights relating to any and all copy  audio or data masters, recordings, images, designs, digital files and other items or materials supplied to the Company by the Customer under any Contract  by virtue of valid and binding contracts and is not infringing the intellectual property (or any other proprietary) rights of any third party in relation thereto  and that all artist, producer, musician and studio costs, fees and royalties (including VAT and any similar taxes thereon) and any other charges or  expenses of whatsoever nature payable to any third party in respect of such audio or data masters, recordings, images, designs, digital files and other  items or materials, and any or all of the Products and/or Services (as applicable), shall be the sole responsibility of the Customer (which responsibility the  Customer shall fully and promptly discharge when due) and that the Company shall have no liability whatsoever in respect thereof (and, without limiting  the generality of this clause 6.1, the Company shall be under no obligation to supply any Products under any Contract in respect of which the Customer  is unable to produce an MCPS license if and when requested to do so by the Company); 

5.2 it has, and will have for the duration of the Contract, the right to use all audio or visual data, names, images (moving or otherwise), digital files,  likenesses and/or photographs of any artists and any other parties and all other names, images, audio or visual data, trademarks or logos included in or  on any artwork or related materials supplied to the Company by the Customer or otherwise to be used by the Company hereunder in relation to the  relevant Products and/or Services; 

5.3 neither the reproduction or manufacture of any Products, nor the performance or delivery of any Services, under any Contract will contravene  any statute, statutory instrument or other instrument, regulation or by-law and that, in the case of any such contravention, the Company shall have no  liability in respect thereof (and the Company shall have the right to make any changes to the relevant Products and/or Services if and to the extent that  such changes are necessary to comply with any such statute, statutory instrument or other instrument, regulation or by-law or any applicable legal or  safety requirement); 6.4 it is under no disability, restriction or prohibition in respect of its right to enter into this Contract and to perform its obligations  hereunder; and 

5.4 it is under no disability, restriction or prohibition in respect of its right to enter into this Contract and to perform its obligations hereunder; and 

5.5 it has the right to mechanically or (as the case may be) digitally reproduce the recordings and other musical works and/or images embodied  in any and all copy audio or data masters supplied to the Company hereunder and that it shall assume all liability for any violation or contravention of  copyright in relation to or in connection with the Products and/or Services (or any of them). The Company hereby reserves the right to ask for, and the  Customer shall promptly provide upon the Company’s request, documentary evidence of any such right to mechanically or (as the case may be) digitally  reproduce such recordings, images and/or works. 

5.6 The Customer hereby indemnifies the Company, for itself and on behalf of the relevant manufacturer, on demand against any losses,  damages, costs, claims and/or expenses that either of them may suffer or incur as a result of any proceedings brought against them, or either of them,  based on infringement of copyright or any other third party intellectual property rights as a result of the performance of their obligations under the Contract.  The Customer shall also fully indemnify the Company, and keep it indemnified, against all actions, claims, demand, liabilities, costs, charges and expenses  whatsoever (including reasonable legal fees and expenses) which may be brought against the Company or which the Company may suffer or incur  directly or indirectly as a result of any breach or alleged breach or non-observance by the Customer of any provisions of this Contract or against any  guarantee, agreement, warranty, representation or undertaking given by the Customer hereunder being untrue, inaccurate or unfulfilled (as the case may  be). 

6. Liability 

6.1 Notwithstanding any other provision of the Contract, this clause 7 sets out the entire financial liability of the Company (including any liability  for the acts or omissions of its agents, employees and/or sub-contractors) to the Customer in respect of (i) any breach of the terms of the Contract (ii) any  use made or resale of the Products (or any of them) or of any product incorporating any of the Products and (iii) any representation, warranty, statement  and any tortious act or omission (including negligence) arising under or in connection with the Contract. All warranties, conditions and other terms implied  by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 

6.2 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise,  arising in connection with the performance or contemplated performance of the relevant Contract, shall be limited to the amount of the Contract price,  that is, the aggregate amount invoiced to the Customer by the Company under the relevant Contract. 

6.3 The Company shall not be liable to the Customer (i) for any pure economic loss, loss of profit, loss of business, depletion of goodwill or  otherwise (whether, in each case, direct, indirect or consequential) or any other claims for consequential compensation, howsoever caused, which arise out of or in connection with the Contract or (ii) if and to the extent that any failure of the Company to deliver any Products and/or Services is caused by a  Force Majeure Event (as defined in clause 7.5 below) or by the Customer's failure to provide the Company with adequate delivery instructions for (or any  other material instruction related to the supply of) the relevant Products and/or Services. The Customer acknowledges that the Company’s pricing is  determined on the basis of the limitations of liability set out in this clause 7. 

6.4 Without limiting the generality of the foregoing provisions, the Company shall not bear any financial or other liability to the Customer, or any  third party, in the event that any of the Products or items or materials supplied by the Customer pursuant to the Contract are seized, on or off the  Company’s premises, as a result of obscene, blasphemous, libelous, defamatory or other offensive or illegal material being contained in or on such items,  materials or Products or the packaging thereof. However, notwithstanding any inability of the Company to deliver any such Products as a result of any  such seizure, the Customer shall be liable to make payment to the Company for the Products at the full price set out in the relevant invoice. 

6.5 The Company reserves the right to defer any date/time for delivery of the Products, to terminate the Contract and/or to reduce the volume of  the Products ordered by the Customer, in each case without incurring any liability to the Customer, if it is prevented from or delayed in the carrying on of  its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national  emergency, acts of terrorism, protests, riots, civil commotion, fire explosion, flood, epidemic, lock-outs, strikes or other labour disputes or restraints or  delays affecting carriers or any inability to obtain, or any delay in obtaining, supplies of adequate or suitable materials (each, a “Force Majeure Event”)  provided always that, if the event in question lasts for a continuous period of ninety (90) days, the Customer shall be entitled to terminate the Contract by  notice in writing to the Company. Otherwise, the Customer shall not be entitled to terminate or cancel the Contract without the prior written consent of the  Company and it shall be an implied condition of any such consent that the Customer shall indemnify the Company against all expenses and losses  (including loss of profit) suffered or incurred by the Company as a result of any such termination or cancellation.

7. Miscellaneous  

7.1 The Company may assign this Contract, or any part of it, to any person, firm or company. The Customer may not assign the Contract, or any  part of it, without the prior written consent of the Company. Nothing in any Contract is intended to, or shall be deemed to, constitute a partnership or joint  venture of any kind between the parties, nor constitute any party as the agent of the other party for any purpose. No party shall have any authority to act  as agent for, or to bind, the other party in any way. 

7.2 Each right or remedy of the Company arising under the Contract is without prejudice to any other right or remedy of the Company which it  may have at law or in equity. Any failure or delay by the Company to enforce (or partially enforce) any such right or remedy or any other provision of the  Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under,  any provision of this Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any of the  other terms of the Contract. 

7.3 If any provision of the Contract is adjudged by any court or other body of competent jurisdiction to be wholly or partly illegal, invalid,  unenforceable of unreasonable, it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness, be deemed severable from the  Contract and the remaining provisions of the Contract, and the remainder of such provision, shall continue in full force and effect. 

7.4 Any notice or other communication required to be given to a party under or in connection with any Contract shall be in writing and shall be  delivered to the other party personally, or sent by recorded delivery or by commercial courier (i) in the case of the Company, to its principal place of  business at plot CO2, Dasuki Road, Phase 2 Site 2, Kubwa, Abuja, Nigeria. (ii) in the case of the Customer, to its registered office address (or, failing that, to the address of its principal place of  business). Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent  by recorded delivery, at 9.00 am on the second (2nd) working day after posting or, if delivered by commercial courier, on the date and at the time that the  courier's delivery receipt is signed. This clause 8.4 shall not apply to the service of any proceedings or other documents in any legal action. For the  purposes of this clause 8.4, "writing" does not include e-mails and, for the avoidance of doubt, notice under any Contract shall not be validly served if  sent by e-mail. 

7.5 Save where expressly provided, the parties do not intend that any term of the Contract should be enforceable by virtue of the Contracts (Rights  of Third Parties) Act 1999 by any person that is not a party to it. No amendment to the Contract shall be effective unless made in writing and signed by a  director of the Company and the Customer. The Contract shall be governed by, and construed in accordance with, English Law and the parties hereto  shall submit to the exclusive jurisdiction of the English Courts in connection with any dispute arising in connection with the Contract. 

Anti-corruption policy  

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are  committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and  enforcing effective systems to counter bribery. 

 This privacy Notice explains in detail the types of personal data we may collect about you when you interact with us. It also explains how we’ll store and  handle that data, and keep it safe. We know that there’s a lot of information here but we want you to be fully informed about your rights, and how the Key  Production Group uses your data. We hope the following sections will answer any questions you have but if not, please do get in touch with us. It’s likely  that we’ll need to update this Privacy Notice from time to time.  The customer is expected to look out for such changes, and is welcome to come back and check it out from time to time. 

1. Explaining the legal bases, we rely on. 

The law on data protection sets out a number of different reasons for which a company may collect and process your personal data, including: Consent  

In specific situations, we can collect and process your data with your consent. For example, when you tick a box to receive email newsletters. Contractual obligations  

In certain circumstances, we need your personal data to comply with our contractual obligations. For example, if you order an item from us for home  delivery, we’ll collect your address details to deliver your purchase, and pass them to our courier. 

Legal compliance  

If the law requires us to, we may need to collect and process your data. For example, we can pass on details of people involved in fraud or other criminal  activity affecting the Partnership to law enforcement. 

Legitimate interest  

In specific situations, we require your data to pursue our legitimate interests in a way which might reasonably be expected as part of running our business  and which does not materially impact your rights, freedom or interests. For example, we may use the order history of many customers to identify trends  and ensure we can keep up with demand, or develop new products/services.

2. When do we collect your personal data? 

• When you buy products and services from us. When you make an online purchase 

• When you create an account with us. 

• When you purchase a product or service by phone but don’t have an account. When you engage with us on social media. • When you sign up for a newsletter 

• When you contact us by any means with queries, complaints etc. When you ask us to email you information about a product or service. When  you enter prize draws or competitions. 

• When you choose to complete any surveys, we send you. When you comment on or review our products and services. When you fill in any  forms. 

3. What sort of personal data do we collect? 

• If you have a web account with us: your name, billing/delivery address, orders and receipts, email and telephone number. For your security,  we may also keep an encrypted record of your login password. 

• Details of your interactions with us through our offices and online. For example, we collect notes from our conversations with you, details of  any complaints or comments you make, details of purchases you made, items viewed or added to your basket, web pages you visit and how  and when you contact us. 

• Details of your visits to our websites and which site you came from to ours. 

• Information gathered by the use of cookies in your web browser. Learn more about how we use cookies Payment card information. • Your comments and product reviews. 

• To deliver the best possible web experience, we collect technical information about your internet connection and browser as well as the  country and telephone code where your computer is located, the web pages viewed during your visit, the advertisements you clicked on, and  any search terms you entered. 

• Your social media username, if you interact with us through those channels, to help us respond to your comments, questions or feedback. 4. How and why do we use your personal data? 

The data privacy law allows us to use this information as part of our legitimate interest in understanding our customers and providing the highest levels  of service. Of course, if you wish to change how we use your data, you’ll find details in the ‘What are my rights?’ section below. Remember, if you choose  not to share your personal data with us, or refuse certain contact permissions, we might not be able to provide some services you’ve asked for. 

For example, if you’ve asked us to let you know about future offers or price changes, we can’t do that if you’ve withdrawn your general consent to hear  from us. 

Here’s how we’ll use your personal data and why:  

To process any orders that you make by using our website or offices. If we don’t collect your personal data during checkout, we won’t be able to process  your order and comply with our legal obligations. 

For example, your details may need to be passed to a third party to supply or deliver the product or service that you ordered and we may keep your details  for a reasonable period afterwards in order to fulfil any contractual obligations such as refunds and so on. 

To respond to your queries, refund requests and complaints. Handling the information you sent enables us to respond. We may also keep a record of  these to inform any future communication with us and to demonstrate how we communicated with you throughout. We do this on the basis of our  contractual obligations to you, our legal obligations and our legitimate interests in providing you with the best service and understanding how we can  improve our service based on your experience. 

To protect our business and your account from fraud and other illegal activities. This includes using your personal data to maintain, update and safeguard  your account. We may also monitor your browsing activity with us to quickly identify and resolve any problems and protect the integrity of our websites.  We’ll do all of this as part of our legitimate interest. For example, by checking your password when you login and using automated monitoring of IP  addresses to identify possible fraudulent logins from unexpected locations. 

To process payments and to prevent fraudulent transactions. We do this on the basis of our legitimate business interests. This also helps to protect our  customers from fraud. 

If we discover any criminal activity or alleged criminal activity through our use of fraud monitoring and suspicious transaction monitoring, we will process  this data for the purposes of preventing or detecting unlawful acts. We aim to protect the individuals we interact with from criminal activities. 

With your consent, we will use your personal data, preferences and details of your transactions to keep you informed by email, web, text, telephone and  through our offices about relevant products and services including tailored special offers, discounts, promotions, events, competitions and so on Of  course, you are free to opt out of hearing from us by any of these channels at any time. 

To send you relevant, personalized communications by post in relation to updates, offers, products. We’ll do this on the basis of our legitimacy, you are  free to opt out of hearing at any time. 

To send you communications required by law or which are necessary to inform you about our changes to the services we provide you. For example,  updates to this Privacy Notice, product recall notices, and legally required information relating to your orders. These service messages will not include  any promotional content and do not require prior consent when sent by email or text message. If we do not use your personal data for these purposes,  we would be unable to comply with our legal obligations. 

To display the most interesting content to you on our websites, we’ll use data we hold about your favourite brands or products and so on. We do so on  the basis of your consent to receive app notifications and / or for our website to place cookies or similar technology on your device. 

For example, we might display a list of items you’ve recently looked at, or offer you recommendations based on your purchase history and any other data  you’ve shared with us.

To administer any of our prize draws or competitions which you enter, based on your consent given at the time of entering. 

To develop, test and improve the systems, services and products we provide to you. We’ll do this on the basis of our legitimate business interests. For  example, we’ll record your browser’s Session ID to help us understand more when you leave us online feedback about any problems you’re having. 

To comply with our contractual or legal obligations to share data with law enforcement. For example, when a court order is submitted to share data with  law enforcement agencies or a court of law. 

To send you survey and feedback requests to help improve our services. These messages will not include any promotional content and do not require  prior consent when sent by email or text message. We have a legitimate interest to do so as this helps make our products or services more relevant to  you. Of course, you are free to opt out of receiving these requests from us at any time by updating your preferences in your online account 

Sometimes, we’ll need to share your details with a third party who is providing a service (such as delivery courier) We do so to maintain our delivery  obligations to you. Without sharing your personal data, we’d be unable to fulfil your request. 

5. Combining your data for personalised direct marketing.  

We may want to bring you offers and promotions that are most relevant to your interests at particular times. To help us form a better, overall understanding  of you as a customer, we combine your personal data gathered across the group, for example your ordering history at both Key and Modo. 

6. How we protect your personal data  

We know how much data security matters to all our customers. With this in mind we will treat your data with the utmost care and take all appropriate steps  to protect it. We secure access to all transactional areas of our websites and apps using ‘https’ technology. Access to your personal data is password protected, and sensitive data (such as payment card information) is secured by SSL encryption. 

7. How long will we keep your personal data?  

Whenever we collect or process your personal data, we’ll only keep it for as long as is necessary for the purpose for which it was collected. At the end of  that retention period, your data will either be deleted completely or anonymised, for example by aggregation with other data so that it can be used in a  non- identifiable way for statistical analysis and business planning Some examples of customer data retention periods. 

Orders  

When you place an order, we’ll keep the personal data you give us for six years so we can comply with our legal and contractual obligations Inactive accounts  

If you’ve not used your account for more than five years, we’ll close the account and delete or anonymise the personal data associated with it.