'The Company' and 'Seller' means Walls and Floors Ltd.
'Buyer' and 'Customer' means the person who accepts a quotation from the Seller, for the sale of the Goods or agrees to buy the Goods from the Seller.
'Goods' means the Tiles and other products which the Buyer agrees to purchase from the Seller.
'Stock Items' are products that are classified on our Web site as standard items and are in stock.
'Non-Stock items' or 'Special Products' are products that are classified on our Web site as non-standard items or those that are Out of Stock.
'Order' and 'Contract' means the Order or Contract for the sale and purchase of the Goods between the Buyer and the Seller.
'Price' means the price for the Goods excluding where applicable, carriage, packaging, insurance and Value Added Tax.
'In writing' means a communication by postal letter, email, facsimile and any comparable means of communication.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
General / Online Trade / VIP Accounts
1. The Company have produced the website to service our Mainland United Kingdom Customers. If you are located overseas, please contact our Customer Services Team on +44 (0)1536 419972 or email@example.com for further information.
2. The Company may revise and update these Terms & Conditions, at any time and without prior notification.
3. Trade/VIP accounts are made available by the Company to Individual Companies and Tradespersons who meet and can satisfy the online application process. The Company reserve the sole right, to establish the suitability and control the issuing of Trade/VIP applications.
4. The Company reserve the sole right to determine and agree any discounts that become applicable to a Trade/VIP account. Under no circumstances will a Trade/VIP account Customer be given preferential Credit facilities. All payments will be taken directly through the website / telephone at the point of ordering. Traders/VIPs are able to order free samples via our Trade/VIP telephone line +44 (0)1536 419972 (quantity at our discretion). Free next working day delivery on Trade/VIP orders providing goods are in stock and order is placed before 2pm.
5. The Company offers both full size and cut sample tiles available with free delivery. A restriction is in place regarding the number of sample tiles a Customer may order of one style/type/colour. We recommend ordering tile samples prior to purchasing to see their true beauty, finish and texture.
6. A Customer may only order 1 sample tile of any style, colour or type, but may order as many different styles, types and colours as they choose.
7. We dispatch our samples and small order consignments through appointed carriers, who may be able to advise you delivery information, direct to you, by SMS text messaging. When placing your order, please provide wherever possible, a mobile telephone number, as this will improve the level of service our delivery partners are able to provide to you. Please note - Due to shading variation caused by stock turnover, Sample tiles are exempt from our returns policy and are strictly non-refundable.
8. The Companies catalogues, price list, website and other advertising material shall not form any part of any contract between the Buyer and the Company.
9. Any information or description of the goods appearing in the Sellers catalogues, brochures and other publications is believed to be correct and current, but is not warranted by the Seller, in so far as any such publication has been compiled from information supplied to the Seller, either by the manufacturer or supplier of the goods. The Seller accepts no responsibility for the accuracy of any such information or description.
10. Unless otherwise stated in writing all prices quoted are exclusive of VAT. Personalised quotations will be valid until the expiry date provided.
11. Whilst we try to ensure that all prices on our website are accurate, errors may occur. If we discover an error in the price of goods you have ordered, we will inform you as soon as possible to give you the option of reconfirming your order at the correct price, or cancelling it. If we are unable to contact you we will treat the order as cancelled. If the Company take the action to cancel the order, for standard stock items and you have already paid for the goods, you will receive a full refund.
12. Prices are subject to alteration without prior notification and shall not be binding on the Seller.
13. Each Contract between the Seller and the Buyer will consist of the Order, the Terms and Conditions and such other specific terms as the two parties shall agree in writing.
14. The Company accepts most major Credit & Debit Card payments via our on-line website. These payments are Credit checked and final payment authorisation given, via appointed and accredited 3rd Party Credit Agencies (e.g. Sage Pay, PayPal, etc.). The Company cannot take any responsibility for the non-authorisation of on-line payments howsoever caused or for any subsequent delay in delivery, when authorisation is queried or additional Credit checking processes are involved.
15. Credit Checking routines require that the Debit or Credit Card used, is registered to the appropriate person (Buyer). Should the credit authorisation fail, the Company reserve the sole right to employ additional Credit checking measures in order to confirm or qualify the authenticity of the Buyer. The Company cannot accept any liability for any delay, or cost incurred by the Buyer as a result of a delay in the Credit authorisation process.
16. If Payments are declined or queried by the appointed and accredited 3rd Party Credit checking agency, the Company reserve the sole right to employ additional Credit checking measures in order to confirm or qualify the authenticity of the Buyer. The Company cannot accept any liability for any delay, or cost incurred by the Buyer as a result of a delay in the Credit authorisation process.
17. In the event that the express Terms of a contract are in conflict with any Conditions, the Conditions shall prevail.
18. As the number of tiles per square yard and square metre is nominal, the Buyer will be responsible for ensuring sufficient quantity of tiles are ordered.
20. See 'Voucher Codes' section below.
19. Acceptance of your order and the completion of the contract between the Buyer and the Company will take place upon the despatch to the Buyer of the products ordered, unless we have notified you that we will not accept your order, or you have cancelled it.
20. Orders are accepted and promises for delivery given, conditionally upon our being able to secure the necessary material and /or goods and without responsibility for delays arising through risks and uncertainties of manufacture, strike, accidents, or other causes beyond our direct control.
21. Payment for the goods shall in itself constitute an acceptance of and agreement to these general Terms & Conditions.
22. The Company reserves the right not to supply the Buyer at the Companies sole discretion.
20. Only one Voucher or Promotional code can be used per Customer transaction. No multiple codes will be accepted at the point of transaction, or during telephone ordering. If Customers are in receipt of multiple voucher or discount codes, the Customer must redeem the code of most benefit; no alteration/addition of codes will be entered into, post transaction. Voucher codes will not provide any discounts off “Pallet Deals” or “Job lots”. Delivery voucher codes are only valid against standard delivery charges. Our 'Star Buy' collection are selected lines, terms and conditions apply. Discount codes not applicable to already discounted Star Buys.
Voucher codes and further discounts are not applicable to the following:
25. The supply of goods does not mean that they are suitable for a specific installation. The Company can only be held responsible for any failure against products supplied, to the extent that the manufacturer of such products is prepared to guarantee the same. No tiles are guaranteed against crazing. All tiles are susceptible to impact damage and this is unrelated to the wearing grade. Tiles can wear and must be protected against grit, movement of appliances and items being dropped on the surface. No tiles are guaranteed against chipping or mis-use.
26. Some variations in size, shape, manufacturing tolerance, shading and pattern are inherent in the manufacture of tiles and therefore the Seller accepts no liability. All Natural Stone goods are supplied subject to natural colour and shade variations. Tile names, images and sizes displayed are nominal and only represent a guide to the actual style, colour and size of a tile. Variations in texture, shade and size can occur from that which is advertised. Individual monitor setting can also exaggerate the appearance of a colour. The Company recommends that a sample is purchased prior to the main order. It is the responsibility of the buyer to ensure that tiles are of an acceptable shade and size, and satisfactory for their situation.
27. It is the responsibility of the Tiler or Tradesperson to use where possible, goods from a variety of separate boxes to ensure that any batch, colour, shading and quality variances are minimised.
28. Any fault, quality or shading issue with the tiles supplied will remain the responsibility of the manufacturer. The Company will accept no responsibility for further or subsequent loss or expense, if the tiles are faulty, or not to the acceptance of the Buyer. Any such issues will be passed to the manufacturers, whereby any claims will become solely the manufacturer’s liability, disclaimers or notes printed on boxes or packaging will become the responsibility of the Buyer to read and accept, prior to use or fixing.
29. Any claim by the Buyer, which is based on any defect in the quality or condition of the Goods, or their failure to correspond with specification, shall (whether or not the delivery is refused, by the Buyer) be expected to notify the Seller in writing, within 24 hours from delivery. If delivery is refused and the Buyer does not notify the Seller accordingly, the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
30. Each tile should be carefully examined individually before fixing. Fixing of the tiles constitutes acceptance of their quality. Walls And Floors accepts no liability for faulty installation work, or the quality or correctness of the tiles once fixed. As far as the law permits, liability is limited to replacement of faulty items or a refund of their cost and excludes any consequential loss, including the cost of removal and refixing.
31. The Company offer a wide range of special protection, cleaning and maintenance products manufactured by a variety of different suppliers. Every care should be taken when using these products to ensure that they are appropriate for the product and location involved. Customers are requested to refer to the manufacturer's website and to fully read and adhere to the manufacturer's usage and application guideline instructions before use. Additionally, it is recommended that Customers should apply a small sample to a test area to ensure suitability, before proceeding with the main project. The Company are unable to accept any responsibility or liability for costs incurred through the use/mis-use of these products, howsoever caused. Ceramic tiles often absorb moisture from the adhesive used to fix them. Discoloration can occur when moisture is absorbed . Tiles need to fully dry before grouting which can take days in some circumstance.
This policy does not affect your statutory rights.
32. The Company cannot, under any circumstances accept any financial demands from the Buyer for late delivery, incorrect supply of goods, or incorrect delivery. The Company respectfully recommends that the Buyer does not book a Tiler or Tradesman, until the goods have been delivered to the desired location, signed for and quality checked. The risk in relation to the goods passes to the Buyer at the point of physical delivery, at the time of delivery.
33. Time shall not be of the essence. The Company shall not be liable to the Buyer, or be deemed to be in breach of the Contract by reason of any delay in performing, or if any failure to perform, was due to any cause beyond the Companies reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded, although not exclusively, as causes beyond the Companies control; Act of God, Explosion, Flood, Tempest, Adverse Weather conditions, Fire or Accident, Traffic delays/Road works, War or threat of War, Sabotage, Civil Unrest, Import / Export regulations and embargoes, Fuel availability, Strikes, Industrial action, Raw material availability, Power failure or disruptions and breakdowns in vehicles or machinery.
34. The Company offer a wide range of standard and special delivery services in conjunction with our own transport and third party contractors. Due to Health & Safety / Insurance reasons we are only able to offer a Kerbside Delivery Service* - we cannot commit that Drivers will enter a Customers property. Whilst every effort will be made to deliver goods in line with the desired, requested or committed service, the Company do not accept responsibility for any delay, cost, or consequential loss, how so ever caused for a failed or late delivery. Please note that our general Delivery Service and those of our delivery Partners may involve deliveries being completed between the hours of 7am to 6pm *Kerbside Delivery Service : Whilst every effort will be made to deliver your product to the nearest available delivery point, hazards or obstructions e.g. steps, lifts, uneven or gravel paths / driveways may necessitate the delivery being made to an alternative location nearest to the delivery vehicle.
35. The Company reserve the right to utilise a variety of transportation services to deliver the goods. Every effort will be made to deliver to the desired and requested point of delivery. However, in circumstances where it is not practical or possible to complete the delivery in this manner, the delivery will be made to an alternative location, appointed and notified to the Company by the Customer, in advance, or to the nearest available location adjacent to the point of delivery.
36. For the purpose of general appreciation / association, the vehicle making the delivery is likely in most cases, to be the comparative size of a Fire Engine, or slightly larger. It is the Buyers responsibility to notify the Company of any circumstances that may affect the delivery of goods using a vehicle of this size. i.e. Parking restrictions, “Red Routes”, Vehicular access due to height or width, Narrow roads, Road works, Gravel or uneven driveways, Building sites, High rise apartments (with or without lifts) etc. Failure to communicate relevant information to the Company prior to delivery may result in additional costs for the re-supply being incurred by the Buyer and may also increase the re-delivery lead time.
37. If, due to prior notification from the Buyer, that a smaller vehicle or specialist vehicle is required to complete the delivery, the Company reserve the right to charge the Buyer for the additional costs involved.
38. It is the Companies expectation that the Buyer or the Buyers representative, will be available to sign for the goods at the point of delivery. If goods are delivered without a signature the responsibility for checking the goods is that of the Buyer. If, for whatever reason, the delivery cannot be made due to the Buyer or the Buyers representative not being present or available on the agreed delivery date, the Company reserves the right to pass any re-delivery costs incurred to the Buyer, before a further delivery can be attempted. Please Note: Due to Insurance and Health & Safety regulations, neither Walls and Floors Ltd staff, nor the representatives of our Delivery Companies are able to take any goods into a Customers property.
39. Before fixing, the Buyer should ensure that they are satisfied that the goods supplied, are correct to the original order. All items should be thoroughly unpacked and inspected as soon as possible. Should you have any queries or questions at this stage, relating to the supply, damage, shading or any other fault, please contact our Customer Service Team on 01536 314730. If for any reason the Company deliver a part order with a balance to follow, we strongly recommend that no tiles are fixed until the order is complete. The Company has no control over manufacturers delivery times, shades, nominal sizing or the discontinuance of stocked lines.
40. The Company must be notified by email, facsimile or in writing, within a maximum of 2 working days from delivery relating to any claims by the Buyer relating to any shortage or damage to goods in transit. Failure to communicate problems may result in additional costs for re-supply being incurred and may also increase the re-delivery lead time. Upon any damages being reported we may request the Buyer to supply images of the damage along with a completed claims form. The Company is unable to alter existing invoices, including changes to (although not exclusively) values, items and billing/delivery addresses. If you require a specific address on your invoice, this can be changed in your My Account area of the website and will apply to any future orders. If the order is to be placed via telephone, our sales coordinators will be happy to assist you in any way they can, prior to payment being taken.
41. Premium Delivery service. If you're within the London area, you can take advantage of our brand new Premium Delivery service. This is where we will unpack and deliver inside any room on the ground floor. We will also clear away any packaging and pallets, which we will then recycle or reuse. If you live in an area where this service is covered, and if your order is over 30KG in weight, you'll see the option to add our Premium Delivery service in the checkout, for an additional £34.95.
42. If the Buyer cancels the order after despatch, but before physical delivery, the Buyer will be expected to accept delivery of the goods and take responsibility for the return of the goods to the Company. A full refund will be issued for the Goods once the goods have been received and inspected by the Company, as being in a resalable condition. The Company will not accept under any circumstances the cost for delivering, or re-packaging of the goods.
43. The Buyer can within 7 (seven) working days of receipt, cancel their order. Cancellations should be made either in writing, by email to firstname.lastname@example.org or via telephone, to our Customer Services Team : +44 (0) 1536 314730. The Customer does not need to give a reason, however, a brief outlined explanation will help us to improve our Customer Service in the future. If the Customer decides to cancel the order, a FULL refund for the GOODS and original DELIVERY charge will be issued. If the order is cancelled, the goods must be returned to the Company, The cost for returning the goods is the responsibility of the Buyer. However, if the Customer returns the goods themselves to the Company, the Company, will not re-imburse the cost of returning the goods.
44. The goods must arrive in a resalable condition, therefore the Buyer, before returning the goods must ensure that the packaging is suitable for the safe return of the product. The cost for any additional packaging will be the responsibility of the Buyer.
45. The Buyer should return goods using conventional haulage and should not use Express or Special Transportation services, unless specifically agreed with the Company, in writing, prior to the goods being returned.
46. If the original packaging has been opened or is deemed by the Buyer to require improvement, to allow the safe return of the goods, it is the responsibility of the Buyer to complete a re-packing exercise, at their cost. The Company will not accept any costs for the re-packing of goods, in any circumstances.
47. Refunds for cancellations will only be processed once the goods have arrived with the Company and have been fully inspected and deemed to be in a resalable condition. The Company reserve the right to amend the amount refunded based on the value of the resalable goods.
48. Refunds will be processed as a priority, however, dependent upon circumstances, the administration may take up to 5 working days to complete. The maximum time period to refund any monies will not exceed 60 Days from the receipt of goods. Additionally, please note, any monies paid back to Credit / Debit cards may take a further 3-5 days to show on Customers statements. - However, it may be possible to improve on these timings by contacting your Bank / Card account company.
49. After 7 (seven) working days from delivery, if the Buyer wishes to cancel the order, this action will be considered to be a 'Return' and be covered by our Returns Policy - see below.
50. Damages / Incorrect Delivery - If you receive damaged or incorrect tiles within your order, you will need to inform us within 2 working days of the delivery. We will either refund you or send replacements as quickly as possible. Please note you may be asked to provide images or complete our Damage Claim Form where relevant.
51. Change of Choice - The customer will have the right to return goods if they are not happy with their selection. The goods must be returned in the original packaging to our main warehouse: Walls and Floors Ltd, Returns Depot, Garrard Way, Telford Way Industrial Estate, Kettering, NN16 8TD. The customer will be responsible for arranging transport and insurance of the goods, this must be done within 14 days of receiving the order. Refunds will be processed within 5 working days following receipt of the return; original delivery costs will not be refunded.
Please note - due to shade variation caused by stock turnover, sample tiles are exempt from our returns policy and are strictly non-refundable.
52 - Clearance and job lot items are one-off, end of the line, or discontinued products - we do not accept returns on these items.
53 - The European Union Online Dispute Resolution platform (the ODR Platform) is available for use by customers and traders. Managed by the European Commission the website is dedicated to helping consumers and traders resolve any disputes. All businesses trading online must provide a link to the ODR Platform on their website.
54. Walls and Floors previously offered finance through Klarna Finance. Klarna Finance is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. If you have an oustanding loan with Klarna Finance, and would like to discuss it, please contact Klarna Finance directly by phone (0844 880 6542), email (CBRFservice@closebrothers.com) or letter at the following address:
Klarna Finance Dee House St Davids Park Flintshire CH5 3XF
Checks Prior to Fixing
IT IS THE RESPONSIBILITY OF THE CUSTOMER AND THEIR TILE FIXER TO ENSURE THAT THE GOODS ORDERED, ARE SATISFACTORY QUALITY AND SUITABLE FOR THE PURPOSE REQUIRED. INCLUDING COLOUR, SHADE, AND GAUGE. NO CLAIMS CAN BE ACCEPTED ONCE THE MATERIALS ARE USED. GOODS ARE SUPPLIED ON THE STRICT UNDERSTANDING THAT BRITISH STANDARDS RELATING TO TILE FIXING ARE FOLLOWED.
We are registered under the Data Protection Act 1998 ("the Act") and comply with the Act in all our dealings with your personal data. If you make an enquiry by email (or phone) via our website or request information about our products and other services, you will need to give to us personal information such as your name, email address, business or home address and telephone number. We will use this information to answer your enquiry or to send you the requested information or literature required.
Customers should be aware that calls to all of our main telephone numbers, may be recorded. This electronic data is stored securely and will only be accessed for specific purposes and/or in special circumstances. Examples of likely reasons for access, (although not exhaustive) are:
The identification of fact, for quality and training purposes, to prevent or detect crime, to assess compliance with regulatory practices (e.g. F.S.A. controls), or procedures applicable to the business to investigate, or detect unauthorised use of the communications system.
When taking payment from Customers who use Credit / Debit Cards – no information relative to the payment card information will be retained. The Company have secure procedures in place, which are closely monitored to ensure that no sensitive information is recorded or accessed.
Find A Tiler
The traders that appear on this page are not endorsed by Walls and Floors Ltd. The details that appear on the trader pages have been provided by the traders themselves. Walls and Floors Ltd cannot be held responsible for inaccurate information or for any work done by these traders.
Walls and Floors hosts various competitions and giveaways throughout the year. By submitting imagery of your tiling project to us, you're giving us permission to use the images on our website, blog, on our social media channels, in our email newsletters, and in any printed media.
This web site is operated by the Company, namely, Walls and Floors Ltd. Our registered office is Garrard Way, Kettering, Northamptonshire, NN16 8TD. Registered in England and Wales No. 4652706. Our VAT registration number is 486 2311 43.
Any material downloaded or otherwise obtained through the use of this web site is done at your own discretion and risk and you will be solely responsible for any damage to your own computer system, or loss of data that results from the download of any such material.
This site, including the content and information provided within, is governed by the laws of England.
General Terms & Conditions for digital image access, supply and usage
Background The Client wishes to use images from Walls and Floors Ltd, Walls and Floors wishes to permit and license images to the client and therefore the client and Walls and Floors agree these Terms and Conditions will govern the clients usage of images from Walls and Floors and their reuse.
2.1 Definitions In these Terms and Conditions, including the background above, the following words and phrases will have the following meanings, save where the context requires otherwise: “Account” means an account held by the Client with Walls and Floors which the Client can use to access/use Images (up to a limit imposed by Walls and Floors, some exclusions applicable detailed below 3.3) from Walls and Floors websites, image portal(s) or cloud-based computer file transfer service; “Client” means the company, partnership, sole trader, individual or other who wishes to use Walls and Floors Images online, will download such Images electronically; “Form” means the electronic form filled in by the Client on Walls and Floors website indicating the nature of business the Client wishes to use the Images for; “Image” means a digital photograph, computer generated facsimile, digital image, scan or any other item offered for the purposes of reproduction which is held by Walls and Floors as a digital image (including but not limited to Walls and Floors own imagery) and can be offered to the Client for the purposes of reselling Walls and Floors products; “Licence” means the copyright licence agreed between the Parties as detailed below together with any specific uses or occasions agreed between the Parties; “Party” means the Client or Walls and Floors as applicable and “Parties” will be construed accordingly; and “Walls and Floors” means Walls and Floors Limited (with registered company number 04652706 of Walls and Floors, Garrard Way, Telford Way Industrial Estate, Kettering, Northamptonshire, NN16 8TD), which owns and controls all their online product imagery with all rights reserved.
2.2 Interpretation 2.2.1 Headings are for convenience only and do not affect the interpretation of these Terms and Conditions. 2.2.2 Unless otherwise stated, references to Clauses and Schedules are references to clauses and schedules in these Terms and Conditions. 2.2.3 Where the context so allows the masculine includes the feminine and the singular includes the plural and vice versa. 2.2.4 References to any statutory provisions include any modifications or re-enactments of those provisions. 2.2.5 A time is a reference to London GMT.
Acceptance 3.1 The Client agrees to comply with these Terms and Conditions following selection and usage of the Images via Walls and Floors websites, image portal(s) or cloud-based computer file transfer service. 3.2 Any reproduction or usage of any Image by the Client implies acceptance of these Terms and Conditions. 3.3 Some imagery is forbidden for the Clients usage, selected imagery is excluded for usage by the Client due to Walls and Floors a) protecting their brand indentity with specific design-led unique room set imagery and exclusive trends, b) prior arrangements for exclusivity (often paid/contractual) with specific partners, publishers and/or affiliates, c) prior image arrangements for specific marketing campaigns, and d) agreements between Walls and Floors and their customers to permit usage/sharing of customer projects for Walls and Floors own use, but not for use of sharing with any third parties.
Delivery and Destruction 4.1 Images shown as available at high resolution will be made available for the Client to download. 4.1.1 immediately following approval of the Clients Account 4.2 Images which are not available are due to the exclusions detailed above (Clause 3.3) 4.3 Walls and Floors will do their upmost to keep their image portal up to date with the latest available product and room set imagery for Clients. Clients can freely access the image portal via an online link but it is not permitted to take images direct from www.wallsandfloors.co.uk without permission due to the reasons detailed above (3.3). If an image is not available within the online image portal it may be due to one or more of the reasons outlined in 3.3 above. For any specific image requests please contact your Area Sales Manager (ASM) for information. 4.4 The Client agrees to destroy and/or delete all Images supplied or downloaded and any copies made by the Client if in breach of the terms outlined above (3.3) of such Images pursuant to these Terms and Conditions, in any event, within fourteen (14) days
Copyright 5.1 Permission to reproduce the Images is strictly limited to the uses, purposes, means of transmission and target audience as detailed on the Form and, where applicable, as additionally agreed between Walls and Floors and the Client save that where Walls and Floors does not own the copyright to the Images, the Client is responsible for obtaining all relevant and necessary copyright consents, permissions and clearances from the relevant copyright holders. 5.2 No rights granted to the Client in these Terms and Conditions which relate to copyright may be assigned, loaned or transferred to any third party. 5.3 Walls and Floors reserves the right to request any reproduction of an Image prior to publication and Walls and Floors can, at its discretion, withhold the right to reproduce an Image granted pursuant if the quality of the reproduction falls below any quality standards as set by Walls and Floors. 5.4 The Client will not use the name “Walls and Floors” or any similar name in any manner whatsoever in connection with any reproduction of an Image. 5.5 Images will not be loaned, rented, delivered, supplied, sold or otherwise and no use other than those as set out on the Form will be made of them by the Client without the prior written consent of Walls and Floors.
Licence 6.1 Subject to 3.3 above, Walls and Floors hereby grants to the Client a non-exclusive, nationwide, royalty free, copyright licence to reproduce and store copies of the Images by any means or in any media (to “reproduce”) for the purposes specified on the Form and reselling products, in accordance with applicable copyright law. 6.2 Walls and Floors warrants that: 6.2.1 where copyright to an Image is owned by Walls and Floors, it has adequate and appropriate permission to reproduce such Image in accordance with 3.3 above; and 6.2.2 where copyright to an Image is not owned by Walls and Floors, the Client is responsible for ensuring that any consents, permissions or clearances required for reproduction of the Images are obtained. 6.3 Any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising in respect of any Image or from the use of such Images by the Client will vest in the relevant copyright holder and the Client hereby assigns all such rights arising to the relevant copyright holder, and the Client undertakes that it will do all such acts and execute any documents reasonably required by the relevant copyright holder.
Indemnification & Disclaimer 7.1 The Client agrees to indemnify Walls and Floors in respect of all and any claims, damages, losses or costs arising in any manner howsoever from the reproduction of the Images (including, but not limited to, the Client’s failure to obtain licences, consents, permissions or clearances as are necessary to reproduce the Images) unless such claims, damages, losses or costs arise by virtue of either the operation of these Terms and Conditions (which, for the avoidance of doubt, incorporate the relevant Licence) or Walls and Floors negligence. 7.2 Walls and Floors shall not be held liable for any damage, howsoever caused, arising from the Client’s use of the Images including, but not limited to, any damage arising from errors or omissions contained in and relating to the Image, the relevant copyright notice or in information otherwise displayed on Walls and Floors websites.
Termination 8.1 Walls and Floors may terminate these Terms and Conditions and any Licence or Account granted under these Terms and Conditions immediately by notice in writing to the Client if the Client: 8.1.1 is in breach of any of either the terms of the Licence and/or these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy such breach within fourteen (14) days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or 8.1.2 (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or 8.1.3 (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or 8.1.4 becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or 8.1.5 has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or 8.1.6 ceases, or threatens to cease, to carry on business; or 8.1.7 any analogous event occurs under the insolvency laws applicable to the Client. 8.2 In the event of termination pursuant to 8.1 above, the Client will, at the Client’s own cost, delete and/or destroy all Images supplied or downloaded and any copies made by the Client of such Images no later than fourteen (14) working days after receipt of notice to terminate from Walls and Floors.
Liability Except for any liability which cannot by law be excluded or limited, Walls and Floors will on no account be liable to the Client (or any other third party claiming through it) for loss of profit, business, goodwill, revenue, wasted time or any indirect, incidental, special or consequential damages arising out of, or relating to the use of the Images, whether framed as a breach of warranty, in tort, contract, failure of essential purpose, breach of statutory duty, or otherwise.
Restriction The Client will not use the name “Walls and Floors”, “Walls and Floors Ltd” or any similar name in any manner in connection with any Image, except as expressly set out in these Terms and Conditions or as agreed by Walls and Floors, and the Client shall not do anything to bring Walls and Floors' name into disrepute.
Assignment These Terms and Conditions are personal as between the Parties and the Client can only assign the benefit of these Terms and Conditions with Walls and Floors prior written consent.
Variations Variations, amendments, additions or deletions to the terms of these Terms and Conditions may only be made if agreed in writing by the Parties.
Validity of the Agreement If any provision of these Terms and Conditions is held to be, in whole or in part, for any reason illegal, invalid or unenforceable then the provisions which are legal, valid and enforceable will (to that extent) continue in force and effect.
Entire Agreement These Terms and Conditions represent the entire understanding of the Parties with respect to the Images and their reproduction and supersede all other agreements and representations with respect to these matters made either orally or in writing.
No Waiver Walls and Floors failure to exercise or enforce any of it’s rights under these Terms and Conditions (or otherwise) will not be deemed to be a waiver of any such rights nor will that failure operate so as to bar the future exercise or enforcement of those rights.
Rights Of Third Parties No person who is not a Party to these Terms and Conditions will have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.
Governing Law 17.1 These Terms and Conditions will be governed by and construed in accordance with English law. All transactions to which these Terms and Conditions apply and all matters connected therewith will also be governed by English law. 17.2 The Parties irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Terms and Conditions.