1. GENERAL

(a) These conditions apply to all present and future transactions for the supply of services and/or goods by NEED INPUT to the exclusion of any terms and conditions stipulated by the Customer in any other agreement.
(b) NEED INPUT and its websites www.needinput.com & www.needinput.co.uk is the trading name of M.A.Hillman
(c). All sites designed and any web page amendments by NEED INPUT remain the property and are © copyrighted to NEED INPUT unless arrangements have been made to include the site code ©copyright prior to being invoiced and until such time as they are paid for in full.
(d). All chartered site designs are © Copyright NEED INPUT and remain the property of NEED INPUT indefinitely. Charted contracts are dispatched as a standard invoice and will contain the payment details including both the amounts due to be paid and the set date which the payment is to be made. Charted site contracts are initially for a 24 month period after which time will then change to 12 monthly basis unless otherwise stated or requested. Arrangements can may be made to purchase charted site code © Copyright outright but all site code remains the property of Need Input until paid for in full.
(e). Material on any site or web page designed by Need Input may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way. All material is the ©copyright of NEED INPUT unless otherwise stated within the site and/or contract.
(f). All standard web site invoices are dated from the day the site or page amendments go *live and payment is required within 30 days from the invoice date unless otherwise stated.
(g). Chartered web sites are invoiced from the date work commences on the site.
(h). NEED INPUT cannot be held responsible for any typo errors within a site or pages designed or amended by NEED INPUT. Clients are required to proof the site pages before the pages are made *live.

*Live is the time at which the client accepts that the design work is good to make it publicly accessible by use of the internet.

(i). Acceptance of a quotation or service provided by NEED INPUT does not require written confirmation as both verbal or email confirmation is also accepted by NEED INPUT.
(j). These conditions, the quotation and the invoice constitute the entire agreement between NEED INPUT and the Customer for the supply of services and/or goods. NEED INPUT employees or agents of NEED INPUT are not authorised to make any representations concerning the services offered by NEED INPUT unless confirmed in writing by M.A.Hillman. The Customer acknowledges that it does not rely upon and waives any claim for breach of any representations which are not so confirmed.
(k). These conditions may not be varied other than in writing by M.A.Hillman

2. DELIVERY & PAYMENT

2.1 Delivery of work shall be accepted when tendered and thereupon or if earlier on notification that the work has been completed, payment shall become due.
2.2. Unless otherwise specified the price is for delivery of the work to the Customer’s address or domain hosting address. A charge may be made to cover any extra costs involved for delivery to a different address.
2.3 Should expedited delivery be agreed NEED INPUT reserves the right to charge an additional sum.
2.4 Should work be suspended at the request of or delayed through any default of the Customer for a period of 28 calendar days, NEED INPUT shall then be entitled to payment for all or any work already carried out including labour, materials used or specifically ordered on the Customer’s behalf and any other additional costs including storage.

3. TERMS

3.1. NEED INPUT shall be entitled to invoice the Customer for all work undertaken on or at any time after payment shall become due.
3.2. Payment shall unless otherwise agreed in writing be made in full without any deduction or set-off within 30 days of the invoice date.
3.3. From April 2007 a fixed administrative fee of £15.00 shall be payable by the Customer with regards to any kind of contact to the Customer be it via telephone, email or royal mail to request payment of overdue accounts. Failure to settle any overdue accounts withing 7 days from the 1st day of contact shall result in the terms set out in section 3.4.
3.4. Interest shall be payable by the Customer on overdue accounts at the monthly rate of 8% above bank base rate to run from the invoice tax point until receipt by NEED INPUT of the full amount whether before or after judgment.

4. CANCELLATION

Should the Customer change, reject, cancel or stop any or all of the provisions contained in the quotation then NEED INPUT shall be entitled to charge for all or any work already carried out including labour, materials used or specifically ordered on the Customer’s behalf and any other additional costs including storage.

5. LIMITATIONS OF LIABILITY

5.1. While NEED INPUT makes reasonable endeavours to carry out its obligations, NEED INPUT shall not be liable in contract or tort or under any head of legal liability for any damages costs claims expenses or interest arising out of the performance or alleged non-performance of work to be undertaken in accordance with the quotation or these terms and conditions by NEED INPUT and in particular (without limiting the foregoing) shall not save whereotherwise required by law or Order of the Court accept liability for:
(a) consequential loss or damage of any kind including loss of turnover, sales, revenue or profits unless the type of loss or damage was specifically drawn to the attention of NEED INPUT at the date of the quotation.
(b) any claim for an amount in excess of the agreed price.
5.2. Insofar as is permitted by law where work is defective for any reason, including negligence, NEED INPUT’s liability (if any) shall be limited to rectifying such defect. Where NEED INPUT performs its obligations to rectify defective work under this condition the Customer shall not be entitled to any further claim in respect of the work done nor shall the Customer be entitled to treat delivery thereof as a ground for repudiating the contract, failing to pay for the work or cancelling further deliveries.
5.3. NEED INPUT shall not be liable in respect of any shortage or failure to supply service where such shortage of or failure is due to act of God or any other reason beyond the control of NEED INPUT and NEED INPUT in such circumstances will not be liable in respect of any consequential loss to the Customer. This includes any loss of revenue caused by any of our hosting providers server downtime. We recomend that all our clients take out private insurance to cover such losses.

6. ILLEGAL MATTER

NEED INPUT shall not be required to replicate any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietory or other rights of any third party.
6.1. NEED INPUT shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any libellous or illegal matter or any infringement of copyright, patent, design or of any proprietory or personal rights contained in any material produced for the Customer. The indemnity shall include (without limitation) any amounts paid on professional advice in settlement of any such claim.

7. OWNERSHIP AND RISK

7.1. The risk in all goods and services delivered in connection with the work shall pass to the Customer on delivery.
7.2. Goods or services supplied by NEED INPUT remain NEED INPUT’s property until the Customer has paid for them and discharged all other debts owing to NEED INPUT.
7.3. If the Customer becomes insolvent (as set out in Clause 9) and the goods or services have not been paid for in full, NEED INPUT may take the goods and or services back and, if necessary, enter the Customer’s premises to do so or to inspect the goods.
7.4. Until ownership of the goods has passed to the Customer NEED INPUT may at any time require the Customer to return the goods to NEED INPUT. In default thereof NEED INPUT shall have an irrevocable Licence to enter the Customer’s premises to recover the goods and sever the goods from anything to which they are attached without being responsible for any damage caused. Such return or recovery shall be without prejudice to the obligation of the Customer to purchase the goods.
7.5. If the Customer shall sell any goods or services before they have been paid for in full he shall hold the proceeds of sale on trust for NEED INPUT in a separate account until any sum owing to NEED INPUT has been discharged from such proceeds.

8. NOTIFICATION OF CLAIMS

NEED INPUT shall not accept liability for any claim whatsoever unless within seven days of the supply or in the case of any defect not reasonably discoverable at the date of the supply within seven days after the date of discovery of the defect by the Customer the Customer gives NEED INPUT notice in writing of the matter or thing in respect of which claim is made. If notice is not given as aforesaid the Customer shall be deemed to have accepted the supply and shall pay for the same accordingly.

9. INSOLVENCY

Without prejudice to other remedies, if the Customer become insolvent (that is if it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it) NEED INPUT shall have the right not to proceed further with any work for the Customer and shall be entitled to charge for work already carried out (whether completed or not) and material purchased for the customer, such charge to be an immediate debt due to him Any unpaid invoices shall become immediately due for payment.

10. CUSTOMERS’ PROPERTY

Customers’ property and all property supplied to NEED INPUT by or on behalf of the Customer shall, while it is in possession of NEED INPUT or in transit to or from the Customer, be deemed to be at Customer’s risk unless otherwise agreed in writing and the Customer should ensure accordingly.
All costs of returning Customers' property to the Customer shall be payable by the Customer.

12. FORCE MAJEURE

NEED INPUT shall not be liable in respect of any shortage or failure to supply where such shortage of or failure is due to act of God or any other reason beyond the control of NEED INPUT and NEED INPUT in such circumstances will not be liable in respect of any consequential loss to the Client.

13. LAW
These conditions shall be governed by the law of England and Wales.

Use of this site or confirmation of work request constitutes your acceptance of these terms and conditions which take effect on the date which you first use the site or make a work request both electronically or verbally.

These Terms and Conditions do not affect your statutory rights and can be changed as deemed necessary, in doing so the following date will be notification of changes to the documentation.

Need Input Terms & Conditions as of January 23rd 2007