1.1 The following definitions in this condition apply in these terms and conditions (Conditions).
Puur: Puur Creative Ltd, Ground Floor, Southway House, 29 Southway. Colchester CO2 7BA
Commissioned Party: any third party who provides services and/or material in connection with the Services.
Contract: the contract between you and Puur incorporating these Conditions and the Proposal.
Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
In-put Material: all Documents, information and material(s) provided by you to Puur relating to the Services.
Intellectual Property Rights: all patents, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in designs, rights in computer software, moral rights, and any other intellectual property rights (whether registered or unregistered) and including all applications for and renewals or extensions of such rights, anywhere in the world.
Material: all Documents, products and material(s) (including, but not limited to, visual representations generated optically, digitally, electronically or by any other means, including any digital files, prints, film imprints, original digital files and any other product or media similar to any of them) supplied or sourced by Puur or its agents, subcontractors, consultants and employees, or any Commissioned Party, in relation to the Services in any form.
Puur Media: all Documents, information and material(s) provided and owned or licensed by Puur relating to the Services.
Proposal: the Puur proposal attached to these Conditions.
Reproduce: any form of copying or publication (in whole or in part) via any media by whatever means, including (but not limited to) the creation of any derivative work(s).
Services: the services to be provided by Puur under the Contract as set out in the Proposal, together with any other services which Puur provides, or agrees to provide, to you.
You: the person, firm or company who purchases Services from Puur.
2. Application of conditions
2.1 Your purchase order, or your acceptance of the Proposal, constitutes an offer by you to purchase the Services specified in it on these Conditions and the terms contained in the Proposal. No offer placed by you shall be accepted by Puur other than:
(a) by a written acknowledgement issued by Puur; or
(b) (if earlier) by Puur starting to provide the Services, when a contract for the supply and purchase of the Services on these Conditions will be established. These Conditions together with the Proposal shall apply to and be incorporated into the Contract to the exclusion of all other terms and conditions.
2.2 Any quotation and proposals are given by Puur on the basis that no Contract shall come into existence except in accordance with condition 2.1. Any quotation or proposal is valid for a period of 30 days from its date, provided that Puur has not previously withdrawn it or amended it.
2.3 All advertising issued by Puur and any descriptions, illustrations, specifications, drawings and other particulars contained in its portfolios, marketing materials or on its website are published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract.
3. Puur’s obligations
3.1 The Services supplied under the Contract shall be provided by Puur to you from the date specified in the Proposal.
3.2 Puur shall use reasonable endeavours to manage and provide the Services with reasonable care and skill, and (if applicable) to source or deliver the Material, in accordance in all material respects with the Proposal.
3.3 Puur shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4. Your obligations
4.1 You shall:
(a) promptly co-operate with Puur in all matters relating to the Services;
(b) provide to Puur, in a timely manner, such In-put Material and other information as Puur may require and ensure that it is accurate in all material respects. You confirm that such In-put Material does not infringe any Intellectual Property Rights of a third party;
(c) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the use of In-put Material and the Material;
(d) be responsible for the review, negotiation and completion of all and any licences and agreements concerning the Material;
(e) strictly comply at all times with the terms of any licence or agreement concerning the Material and/or the Puur Media;
(f) not Reproduce any of the Material save in accordance with the terms of any applicable licence;
(g) be responsible for reviewing and satisfying yourself that the Material does not infringe any Intellectual Property Rights of a third party;
(h) ensure that all and any samples and unlicensed digital media is only used in accordance with Puur’s written authorisation and only for the purpose of evaluating such material and not for any other purpose nor shall it be commercially exploited or Reproduced by you;
(i) upon request immediately return to Puur all and any samples and unlicensed digital media and irretrievably delete any such material from your computer systems and any magnetic, optical disk or memory device;
(j) be responsible for the review, negotiation and completion of all and any agreements (including but not limited to licensing agreements, commissioning agreements, model and property release contracts) with any Commissioned Party;