1. EFFECTIVE DATE

The Effective Date of commencement of these terms and conditions is the date of order submission.

2. OBLIGATIONS OF WENDLAND

2.1 Wendland will invest in the development and accuracy of its Digital Samples.

2.2 Wendland will host and support the Digital Samples on a fast and secure server.

2.3 Provide the Digital Samples free of charge for the duration of the agreement.

3. OBLIGATIONS OF THE CUSTOMER

3.1 Purchase roofing systems from Wendland.

3.2 Represent the products and services of Wendland in good faith and in a professional manner.

4. PROPRIETARY RIGHTS

4.1 The Customer acknowledges and agrees that Wendland and/or its licensors own all intellectual property rights to the Digital Samples. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Digital Samples.

4.2 Wendland confirms that it has all the rights in relation to the Digital Samples that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

5. CONFIDENTIALITY

5.1 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

5.2 The Customer acknowledges that details of the Digital Samples, and the results of any performance tests of the Digital Samples, constitute Wendland’s Confidential Information.

6. INDEMNITY

6.1 The Customer shall defend, indemnify and hold harmless Wendland against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Digital Samples, provided that Wendland provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

6.2 In defence or settlement of any claim, Wendland may procure the right for the Customer to continue using the Digital Samples, replace or modify the Digital Samples services so that they become non-infringing or, if such remedies are not reasonable available, terminate this agreement on seven (7) business days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

6.3 In no event shall Wendland, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

6.3.1. A modification of the services of the Digital Samples by anyone other than Wendland; or

6.3.2. The Customer’s use of the Digital Samples in the manner contrary to the instructions given to the Customer by Wendland.

6.3.3. The Customer’s use of the Digital Samples services after notice of the alleged or actual infringement from Wendland or any appropriate authority.

7. LIMITATION OF LIABILITY

7.1.1. The Customer assumes sole responsibility for results obtained from the use of the Digital Samples services by the Customer. Wendland shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Wendland by the Customer in connection with the services, or any actions taken by Wendland at the Customer’s direction;

7.1.2. The Digital Samples services are provided to the Customer on an “as is” basis.

8. TERM AND TERMINATION

8.1 This agreement shall, unless otherwise terminated (as provided in Section 11), commence on the Effective Date and shall continue for the term of twelve (12) months and, thereafter, this agreement shall be automatically renewed for successive periods of the same duration (each a Renewal Period), unless:

8.1.1. Either party notifies the other party of termination giving at least thirty (30) days notice for cancellation.

8.1.2. The other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or

8.2 On termination of this agreement for any reason:

8.2.1. All licences and use of the Digital Samples services as granted under this agreement shall immediately terminate;

8.2.2. Wendland will ‘switch off’ the ability for the Digital Samples to be visible on the supplied URL.

8.3 Wendland reserve the right to terminate this agreement with immediate effect should the Customer exceed their credit limit or have an ‘unreasonable level’ of debt outstanding.

8.3.1. In such circumstances, Wendland will issue the Customer a ‘cease and desist’ letter regarding use of the Interactive Content Blocks services.

9. FORCE MAJEURE

Wendland have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Wendland or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided the Customer is notified of such an event and its expected duration.

10. ASSIGNMENT

10.1 The Customer shall not, without the prior written consent of Wendland, assign, transfer, charge, sub-contract, or deal in any other manner with all of any of its rights or obligations under this agreement.

11. NOTICES

11.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.

11.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 AM on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

12. GOVERNING LAW AND JURISDICTION

12.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

12.2 The parties irrevocably agree that the Courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).Acceptance of Agreement

By agreeing to these terms, both parties agree to abide by all terms and conditions as aforementioned in this document. In cases where the signatory is not the proprietor or majority shareholder of the business they are representing, it is accepted that they have been given necessary prior authorisation to act on their behalf.

Wendland Roofing Systems, Salthill Road, Clitheroe, Lancashire BB7 1PE
marketing@wendland.uk.com
t: 01200 452345
www.wendland.uk.com