Unless otherwise specified in these terms and conditions, the following definitions apply: 'Business Day' denotes a day (other than a Saturday, Sunday or public holiday).
The term 'Contract' refers to the agreement between the Company and the Client for the provision of Services as defined in these Terms.
The term 'Client' refers to an individual or corporate entity that utilizes the Company's services.
'Force Majeure Event' means an occurrence beyond either party's reasonable control, such as strikes, lockouts, or other industrial disputes, failure of a utility service or transportation 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 subcontractors.
The term 'Group Company' refers to a company that is the Company's subsidiary or holding company.
Shelby Media CRC S.R.L is referred to as the 'Company.'
All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill or the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, and rights in confidential information (including know-how and trade secrets) are considered 'intellectual property rights.'
'Quotation' refers to the Company's written quotation that incorporates its offers for delivering Services to Clients.
'Services' refers to the services that the Company will supply to the Client in accordance with the terms of the Order.
'Specification' refers to the Services' description or specification.
The word 'Terms' refers to these terms and conditions as they may be modified by the Company from time to time.
‘Website’ refers to https://shelbymedialtd.com/
Wherever these Terms include the single form of a term, they must be interpreted to include the plural form and vice versa. Wherever these Conditions include reference to a certain gender, they shall be interpreted to encompass all genders and vice versa.
The headers in this text are for reference purposes only and have no bearing on the construction or interpretation of these Terms.
This Website is owned and operated by Shelby Media CRC. This document controls your interaction with, access to, and use of this Website, as well as the items and services made available via it (collectively, the "Services"). By accessing or using the Services, you agree to all of the Terms, as they may be modified from time to time by us. You should check this page frequently to ensure that you are aware of any modifications we make to the Terms.
We shall not be responsible if this Website is inaccessible at any time or for any period for any reason. At times, we may limit access to portions or the entirety of this Website.
This Website may contain links to non-Company-operated websites (the "Linked Sites"). The Company has no control over the Linked Sites and disclaims all responsibility and liability for them, as well as any loss or damage incurred as a result of your use of them. Your use of the Linked Sites is subject to the terms of service and privacy policies applicable to each such site.
To the exclusion of any other conditions that the Client wants to impose or incorporate, or that are implied by trade, custom, practice, or course of dealing, these Terms shall apply to any transactions executed between the Company and the Client.
Our privacy policy, which sets out how we will use your information, can be found at [Privacy Policy Link]. By using this Website, you consent to the processing described therein and warrant that all data provided by you is accurate.
You must not misuse this Website. You will not: commit or encourage a criminal offense; transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person's proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as "spam"; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offense and the Company will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
The Contract is the full agreement between the Company and the Client regarding the provision of Services and the Client's purchase of such Services in line with these Terms.
The Client understands that it has formed no reliance on any statement, promise, or representation made or supplied by or on behalf of the Company that is not expressly stated in the Contract. The Company's samples, drawings, descriptive text, and advertising, as well as the descriptions and images contained in its catalogues and brochures, are produced or published solely to provide an approximate concept of the Services represented therein. They shall not be included into the Contract or any other agreement between the Company and the Client for the provision of Services.
The Company's quotation for the supply of Services is not an offer. A quotation is only valid for 14 Business Days from the day it is issued.
The Company promises that it will provide the Services specified in the Contract with reasonable care and skill and in accordance with the Specification in all relevant aspects.
The Company will take commercially reasonable efforts to meet any performance deadlines indicated in the Contract, but such dates are simply estimations, and time is not of the essential for the supply of the Services. The Company shall not be liable for any delay in the delivery of the Services caused by a Force Majeure occurrence or the Client's failure to provide appropriate delivery instructions or any other instructions necessary for the supply of the Services.
The Company reserves the right to modify the Services as necessary to comply with relevant law.
The Company may utilize a Group Company or other subcontractors to deliver the Services, provided that the Company remains accountable to the Client for the execution of the Services in the same manner as if it performed them directly.
The Client must provide the Company with assistance and technical information as reasonably requested by the Company in a timely manner to enable the Company to perform the services in line with any expected delivery dates or milestones. The Client is solely responsible for the correctness of any information submitted to the Company and warrants and undertakes to the Company that any of the Client's employees helping in the execution of services have the required skills and authorization.
The Client is required to comment on and/or approve materials given as part of the Services as soon as feasible and within the specified timeframe, including (without limitation) advertising content, search terms, and graphic material produced by the Company. Additionally, the Client is obligated to execute modifications to websites, IT systems, and other areas as requested by the Company as rapidly as feasible and within the specified date.
The Client shall promptly notify the Company of any changes to domain names, websites, technical configurations, or any other material information on the technological infrastructure that may impact the Company's Services.
If the Client fails to perform the acts or provide the materials required by this clause within any agreed deadline (and in any case within 15 Business Days of the date requested by the Company), the Company shall be entitled to invoice for the Services it has provided and the remaining Services specified in the Order, regardless of whether the Company has been able to deliver them.
The Client shall indemnify and hold the Company harmless from and against any and all liabilities, costs, and expenses incurred by the Company in respect of any third parties as a result of the Company performing the Services in accordance with the Contract, Specification, or the content of the Client's advertising or web pages that result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
The Client agrees to comply with all applicable rules, regulations, codes of conduct, and laws in connection with its use of the Services and agrees to indemnify and hold the Company harmless from and against any and all costs, claims, or proceedings brought against the Company by any third party in connection with the Client's violation of the same.
Unless otherwise specified, the Client shall be solely responsible for implementing any modifications proposed by the Company.
The Company requires prior notice for any changes to the Client's website(s) that may affect the Company's services.
Unless otherwise specified, all prices are in Pounds Sterling and are exclusive of any applicable taxes or levies. If tariffs are imposed or amended after the conclusion of the Services, the Company reserves the right to adjust the agreed rates appropriately.
The Client accepts that some Services may require the Client to license third-party Intellectual Property Rights and that the Client may be required to enter into a license directly with such third-party. Unless otherwise specified, all rates are exclusive of fees associated with acquiring Intellectual Property Rights for items to be featured in marketing materials, including (but not limited to) photographs and licenses from third party owners and licensors.
The mentioned pricing is an estimate based on a certified estimation of the number of hours necessary to offer the Services. This is an estimate only, and Services will be billed in line with the actual number of hours worked at the price provided in the Quotation, or, if no price is given, at the hourly rate specified in the Company's then-current pricing list. The Company is obligated to revise the estimate and budgets on an ongoing basis in response to changes to an Order, among other things.
While every effort is taken to guarantee the accuracy of costing estimates, the Company retains the right to change any estimate in the event of a mistake or omission.
The Company shall invoice the Client on a monthly basis, either in advance or upon completion of the Services. Clients are often required to make a non-refundable fee deposit prior to the Company performing any work. It is stored securely and will be deducted from the Client's most recent invoice(s) when the work specified in an Order is completed. Additionally, if the Client fails to pay a monthly invoice when it is due, the Company will deduct the deposit from the invoice and will cease further work until the deposit is replaced.
The Client shall pay the Company's invoices within 14 Business Days of the invoice date and in cleared funds.
Except as required by law, the Client must pay all sums due under the Contract in full without deduction or withholding, and the Client shall have no right to allege any credit, set-off, or counterclaim against the Company to justify withholding payment of any such amount in whole or in part. Without affecting its other rights or remedies, the Company may offset any money owed to it by the Client against any sum payable to the Client by the Company.
In the case of late payment, interest will accrue at the statutory rate on the invoice amount, and the Company explicitly reserves the right to pursue any legal action it deems necessary to recover any unpaid funds.
Late payment shall be deemed a substantial breach of the Contract, entitling the Company (at its discretion) to terminate the Contract or to affirm the Contract and pursue the standard breach remedies.
In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Services, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered. The Company shall be entitled to payment in accordance with the Company's then-current price list for any additional work necessary as a result of the Client's failure or delay in assisting.
If the Client later requests that the Company perform the work in a shorter time period than stipulated in the Contract, the Company maintains the right to charge extra fees to prioritize such projects above previously scheduled work.
If the Client establishes that the Services were delayed or were not performed in accordance with the Contract, the Company is obligated to repair or redeliver the Services without undue delay, in its discretion. If the Services continue to be in breach of the Contract after reasonable efforts have been taken to cure the breach, the Client may cancel the Services if the breach is substantial.
Complaints about delays or breaches of Contract must be made soon after the Client becomes or should become aware of the issue. If the Client fails to bring the fault to the Company's notice within 48 hours (unless the defect is impossible to establish within that time frame), the Client is presumed to have accepted the Services and is not entitled to pursue remedies based on delays or breach of Contract.
The Client agrees that certain Services rely on third-party products and/or services ('Third Party Services'). The Client accepts that the Third Party Services will be governed by the third party's terms and conditions and that the Company cannot make any guarantees or be responsible to the Client for any delays or failures in connection with the Third Party Services. Third Party Service Providers may issue their own guarantees to the Client, and the Client is responsible for determining whether such warranties (if provided) are suitable for the Client's business goals or risk management practices.
The Company's sole obligation with respect to Third Party Services is to exercise reasonable care and skill in selecting their suppliers.
The Client's exclusive remedies for late delivery or non-conforming Services are set out in this clause, and if those remedies are exhausted, the Client's final remedy is to cancel the Contract, with the Company's sole liability limited to refunding any payments for non-conforming Services, subject to the limitations set out below.
Except as specifically specified in this Clause, the Company shall have no liability to the Client for any loss or damage arising out of or in connection with the performance of the Services, or for any third-party claim brought against the Client.
The Company shall not be liable for any losses or damages incurred by the Client, whether direct or indirect, immediate or consequential, and falling into the following categories:
To the extent that such liability is not expressly excluded by these Terms, the Company's total liability (whether in contract, tort (including negligence), or otherwise) arising out of or in connection with the Contract, or based on any claim for indemnity or contribution (including for damage to tangible property), or otherwise, will in no event exceed the total amount invoiced for the Services.
The Company shall not be liable for downtimes, third-party interference in the form of hacking, viruses, disruptions, interruptions, malfunctioning third-party software, search engines, or websites upon which a service is dependent, or other third-party delivery. If asked by the Client, the Company will make reasonable attempts to help in corrective measures. Any work associated with the remedial efforts outlined above shall be billed individually to the Client in accordance with these Terms or (at the Company's option) the Company's then-current pricing list.
The Company shall not be accountable for any modifications made without notice by the Client or a third party hired by the Client to domain names, websites, linkages, technical setup, or other elements impacting the Company's Services. Preceding or future work associated with any modifications necessary as a result of such changes shall be invoiced to the Client in line with these Terms or in accordance with the Company's then-current price list.
If the Client does not follow any or all of the Company's suggestions, the Company shall have no obligation for the Client's lack of success with the Services.
It is the Client's responsibility to ensure that they have the right to use any Intellectual Property Rights before providing any text, image, or representation ("Materials") to the Company for incorporation into the Services, and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purpose of providing the Services during the term of the Contract.
The Client is responsible for ensuring that the content of Materials submitted or approved by the Client does not violate any law, decency, marketing regulations, or any other third-party rights. Without incurring any obligation, the Company shall be right to refuse and delete such material. Additionally, the Company reserves the right to cancel the Order.
The Client shall indemnify the Company against any damages, losses, or expenses incurred by the Company as a result of the Materials contributed or approved by the Client being in violation of applicable law, decency, marketing rules, or any action alleging that any such Materials infringe any third party Intellectual Property Rights.
The parties are required to promptly notify the other party of any allegations asserted against them as outlined above.
Unless otherwise specified in these Terms, all Intellectual Property Rights created, developed, existing, or used in connection with the Services, whether existing at the time of this Agreement or created in the future, shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use in order to execute the Order. The Client undertakes to execute and deliver such papers and conduct such acts as may be necessary from time to time to ensure that the Company acquires such Intellectual Property Rights.
Without a separate, express written agreement, the Client shall not use, assign, distribute, copy, or convey the Intellectual Property Rights to online or offline activities.
The Client irrevocably licenses the Company to use and display the Client's name, figure, logo, and other identifying information as a reference on the Company's website, other marketing materials, and other forms of media during the Client's relationship with the Company and for a period of 18 months following the Contract's termination. The Client undertakes to provide the Company with the Company's most current logo or figure as it is updated from time to time.
A party (Receiving Party) shall maintain in strict confidence all confidential technical or commercial know-how, specifications, inventions, processes, or initiatives disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents, or subcontractors, as well as any other confidential information concerning the Disclosing Party's business, products, or services obtained by the Receiving Party. The Receiving Party shall restrict access to such confidential information to those of its employees, agents, or subcontractors who require it to perform the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents, or subcontractors are subject to confidentiality obligations comparable to those imposed on the Receiving Party. This provision shall survive the Contract's cancellation.
During the term of the Contract and for a period of five years following its conclusion, the Company shall exercise the same care as it does with its own confidential information in order to avoid disclosing, without the Client's consent, any of the Client's business or operational information designated as confidential to any third party (except a subcontractor performing the Services who is subject to similar confidentiality obligations).
This clause shall not apply to any information that is or becomes publicly available other than as a result of a breach of this agreement, is already in the Company's possession or comes into its possession without an accompanying obligation of confidence, is developed independently by the Company, or that the Company is required to disclose by law.
During the term of the Contract and for a period of five years following its termination, the Client will not disclose to any non-essential personnel within its organization, or to any third party, any information and non-client materials provided by the Company regarding the method or approach the Company takes in providing the Services.
The Client must indemnify the Company for any loss, including expenses associated with legal actions, sustained by the Company as a result of personal data processing to which the Client contributed being in violation of the law. The parties are required to notify the other party without undue delay of any claims asserted against them according to the provisions of this article.
Without prejudice to any other rights or remedies, either party may terminate the Contract immediately by providing the other party written notice if the other party:
In addition to its other rights and remedies under these Terms, the Company shall be entitled to immediately cancel this Contract if any of its charges for the Services are not paid in accordance with these Terms.
Upon termination for whatever reason, the parties are obligated to promptly return all materials obtained from the other party pursuant to the Contract. If applicable, the Client is obligated to delete codes, scripts, and similar items from websites without undue delay. If the Client fails to do so, the Company shall be able to invoice the Client for further Services in accordance with the Company's then-current terms and conditions, without such invoicing being a waiver of the Company's right to terminate the Contract.
Without the Company's prior written agreement, the Client shall not be authorized to assign or transfer all or any portion of its rights or responsibilities under the Contract and these Terms.
The Company may assign or subcontract any of its rights or duties under the Contract or these Terms, and the Client recognizes that certain components of the Services will be delivered by third parties.
Neither party shall be responsible for the consequences of a Force Majeure Event.
If a party feels a Force Majeure Event has occurred, that party should promptly notify the other party of the occurrence's start and termination dates.
Regardless of the other terms of the current Terms, any party may terminate the Contract without responsibility to the other party by written notice to the other party if execution of the Contract is harmed for a period of more than six months as a result of a Force Majeure Event.
The Company reserves the right to modify or discontinue the Services, temporarily or permanently, with or without notice to the Client, and the Company shall have no liability to the Client or any third party for any such modification or discontinuance, except for the return of any prepaid sums in connection with the provision of the Services that are subsequently not provided.
The Company is free to supply its Services to third parties while or after providing them to the Client.
The Client undertakes not to employ or engage or offer to employ or engage anybody specified by the Company to work on the Services during the term of the Contract and for a period of 12 months thereafter.
Failure by either party to enforce or exercise any right under these Terms at any time or for any period of time does not constitute, and shall not be regarded as, a waiver of such terms or rights, and shall have no effect on that party's subsequent right to enforce or exercise it.
If any term of these Terms is found to be illegal, invalid, or unenforceable under applicable law, that term shall be deemed omitted from these Terms insofar as it is severable from the remaining Terms and shall have no effect on the legality, validity, or enforceability of the remaining Terms, which shall remain in full force and effect and be binding on the Contract's parties.
Any genuine modification or adjustment of these Terms must be in writing and signed by fully authorized authorities on behalf of each party.
Without being a party to the Contract, a third party has no rights under or in connection with it.
All notifications must be in writing and sent to the Company's specified addresses.
The parties acknowledge and agree that the Contract replaces any prior agreement, understanding, or arrangement between them, whether oral or written, and constitutes the parties' complete agreement with respect to these Services. As a result, except as specifically stated, all additional terms and guarantees (implied, statutory, or otherwise) are thus excluded to the maximum extent authorized by law.
The Company and the Client agree to attempt to resolve any disputes that arise between them, including those concerning the existence or validity of the Contract, through negotiation, provided that either party retains the right to pursue any of its other remedies, including legal action, at any time.
The Contract shall be governed and construed in accordance with Romanian law, and the parties thus consent to the non-exclusive jurisdiction of Romanian courts.
If you have questions or comments about this Terms and Conditions, please contact us at:
[Shelby Media CRC]
