b) The Sampling Services will be provided using:
i. reasonable care and skill; and
ii. native SolidWorks file types only being SLDPRT, SLDASM or SLDDRW.

3. ORDER, ACCEPTANCE AND DELIVERY
a) You may only submit an order using the method set out on our website. Your order and acceptance of these terms and conditions does not constitute a contractual offer to provide the Sampling Services. When a Customer places an order and accepts the terms and conditions, we can reject it for any reason, although we will endeavour to inform the Customer of the reason without delay.

b) After you place your order in accordance with clause 3a) you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3c).

c) Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date an agreement between you and us will come into existence pursuant to these terms and conditions (Agreement). The Agreement will relate only to the Sampling Services. Any Order Confirmation will be provided within three working days after your order.

d) Subject to earlier termination or extension as provided in these terms conditions, we will use reasonable endeavours to complete delivery of the Sampling services within 30 business days (being a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business (Business Day)) of the Order Confirmation. Such date is an estimate only and failure to perform the Sampling Services by such date will not give you any additional rights under the Agreement. The Parties may agree in writing to extend the time period for delivery of the Sampling Services.

e) Delivery of the Sampling Services will be complete on the date of delivery of the Finished Video.

4. CANCELLATION
a) You may cancel the Agreement, if you notify us as set out in clause 4a) within three Business Days of your receipt of the Order Confirmation.

b) To cancel the Agreement, you must email us at designs@joadesigns.co.uk. If you are emailing us, please include details of your order to help us to identify it. Your cancellation is effective from the date you send us the email. You will have given us notice in time as long as you send your email before midnight on the last day of the cancellation period. We will email you to confirm we have received your cancellation.

5. EVENTS OUTSIDE OUR CONTROL
a) We will not be liable or responsible for any failure to perform, or delay in the performance of any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control including but not limited to:
i. acts of God, flood, drought, earthquake or other natural disaster;
ii. epidemic or pandemic;
iii. collapse of buildings, fire, explosion or accident; or
iv. non-performance by suppliers or subcontractors,
(an Event Outside Our Control).

b) If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
i. we will contact you as soon as reasonably possible to notify you; and
ii. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
iii. subject to clause 5c) we will arrange a new date for performance of the Sampling Services with you after the Event Outside Our Control is over.
c) We may cancel the Agreement affected by an Event Outside Our Control which has continued for more than 5 Business Days by notice in writing to you.

6. YOUR OBLIGATIONS
a) It is your responsibility to ensure that:
v. the terms of your order are complete and accurate;
vi. you cooperate with us in all matters relating to the Sampling Services;
vii. you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities has we may reasonably require for us to successfully complete this Sampling Service;
viii. you provide us with such information, documents and materials we may reasonably require in order to supply the Sampling Services, and ensure that such information is complete and accurate in all material respects;
b) If our ability to perform the Sampling Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
i. we will be entitled to suspend performance of the Sampling Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Sampling Services, in each case to the extent Your Default prevents or delays performance of the Sampling Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 13; and
ii. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Sampling Services.

7. CAPACITY/INDEPENDENT CONTRACTOR
In providing the Sampling Services it is expressly agreed that the Supplier is acting as an independent contractor and not as an employee. The Supplier and the Customer acknowledge that the Agreement does not create a partnership or joint venture between them and is exclusively a contract for services.

8. FEES
The Sampling Services shall be provided free of charge.

9. CONFIDENTIALITY
a) Confidential information refers to any data or information provided by one Party to the other in connection with the delivery of the Sampling Services relating to the business of the Customer or the Supplier (as the case may be) and specifically identified by one Party to the other in writing as being of a proprietary and/or confidential nature and where the release of that Confidential Information could reasonably be expected to cause harm to the disclosing Party (the Confidential Information). Information that is of a proprietary nature to the Customer means specifically identified Customer Intellectual Property (defined in clause 11).

b) Each Party agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which it has obtained from the other Party, except:
i. as authorised by the disclosing Party in writing;
ii. to such of the Party’s employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising their respective rights or carrying out their respective obligations under the Agreement. Each Party will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9; or
iii. as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) The obligations of confidentiality under this clause 9 will apply during the period of one year from the date of the Customer’s acceptance of these terms and conditions.

10. MARKETING
a) Provided the Customer’s Confidential Information is omitted, the Supplier may make reference to the Sampling Services provided including any Finished Video, for the Supplier’s marketing and recruitment purposes.

b) The Supplier may include the Customer’s Confidential Information for its marketing and recruitment purposes with the Customer’s prior written consent.

11. OWNERSHIP OF INTELLECTUAL PROPERTY
a) All intellectual property owned by the Customer, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the Customer Intellectual Property) that is automated or otherwise incorporated in the delivery of the Sampling Services, will remain the property of the Customer.

b) Except with the prior written consent of the Customer, the Supplier may not use the Customer Intellectual Property for any purpose other than in connection with the Sampling Services or as permitted in these terms and conditions.

12. DATA PROTECTION
a) We will use any personal information you provide to us to:
i. provide the Sampling Services; and
ii. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
b) We will process your personal information in accordance with our privacy policy available at https://www.joadesigns.co.uk/private-policy, the terms of which are incorporated into the Agreement.

13. TERMINATION
a) Without limiting any of our other rights, we may suspend the performance of the Sampling Services, or terminate the Agreement with immediate effect by giving written notice to you if:
i. you commit a material breach of any of these terms and conditions and (if such a breach is remediable) failure to remedy that breach within seven Business Days of you being notified in writing to do so;
ii. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business; or
iii. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.

b) Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.

c) Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14. RIGHT OF SUBSTITUTION
a. The Supplier may, at the Supplier’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Supplier under the Agreement and the Customer will not hire or engage any third parties to assist with the provision of the Sampling Services.
b. In the event that the Supplier hires a sub-contractor, the Supplier will pay the sub-contractor for its services.

15. COMPLAINTS
In order to resolve a complaint regarding the Sampling Services please email us at designs@joadesigns.co.uk.

16. LIMITATION OF LIABILITY
a) includes every kind of liability arising under or in connection these terms and conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
b) Nothing in these terms and conditions limits any liability which cannot legally be limited, including but not limited to liability for fraud or fraudulent misrepresentation.
c) Subject to clause 16b) we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any reason whatsoever arising under or in connection with these terms and conditions. Accordingly, the amount of our liability to you shall be nil.
d) This clause 16 will survive termination of the Agreement.

17. COMMUNICATIONS BETWEEN US
a) When we refer to “in writing” in these terms and conditions, this includes email.
b) Any notice or other communication given by a Party under or in connection with these terms and conditions must be in writing and be delivered in accordance with this clause 17.
c) A notice or other communication is deemed to have been received:
i) if delivered personally, on signature of a delivery receipt;
ii) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or
iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, at 9.00am on the next Business Day.
d) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
e) The provisions of this clause 17 will not apply to the service of any proceedings or other documents in any legal action.

18. ASSIGNMENT AND TRANSFER
a) We may assign or transfer our rights and obligations under the Agreement to another entity. We will notify you in writing if this happens.
b) You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.

19. VARIATION
The Supplier will provide the Customer with written notice of any changes to these term and conditions. By continuing to use the Sampling Services after such notification, you agree to be bound by any modified terms and conditions.

20. WAIVER
a) A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
b) A failure or delay by a Party to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms and conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

21. SEVERANCE
a) If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the terms and conditions.
b) If any provision or part-provision of these terms and conditions is deemed deleted under clause 21a) the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. ENTIRE AGREEMENT
These terms and conditions constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements (including any non-disclosure agreements) promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to all aspects of the subject matters addressed herein.

23. THIRD PARTY RIGHTS
These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term herein.

24. GOVERNING LAW
These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

25. JURISDICTION
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter or formation.