1.1 “WC” means Woods Creative Ltd, its successors and assigns, or any person acting on behalf of, and with the authority of, Woods Creative Ltd.
1.2 “Client” means the person/s or entity requesting WC to provide the Services, as specified in any quotation, order, invoice or other document, and if there is more than one person requesting the Services is a reference to each person jointly and severally.
1.3 “Consultant’ means any person/s or entity engaged by WC to provide specialised works, on behalf of the Client, for the provision of the Services under this contract.
1.4 “Services” means all Goods (including copy, website content and/or development, any printed or virtual material, samples, brands, designs, images, advertising, publications, data, graphics, pictures, trademarks, software, applications, manuals, and other associated documentation and/or goods) and/or Services (which includes any advice or recommendations, consultancy, website design and/or maintenance, brand integration, and marketing, strategizing and analytical Services, etc.) provided by WC to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.5 “Charges” means the cost of the Services as agreed between WC and the Client subject to clause 5 of this contract.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts, Services provided by WC.
2.2 These terms and conditions shall also be binding upon the party for whose ultimate benefit the Services are to be provided (the “Principal”), whether or not the Principal is the Client, and the Client shall ensure that these terms and conditions are disclosed to the Principal. Where the Client is an adviser to, or some other representative of, the Principal, then the Client undertakes that they will contract with the Principal, for the benefit of WC, to the effect that these terms and conditions shall apply to the Principal as if the Principal were the Client, and the Client shall be liable to WC for any failure to obtain the benefit of such contract. Both the obligations imposed by this clause and the provisions of any contract with the Principal entered into in accordance with this clause, shall be enforceable at the suit of any such party.
2.3 These terms and conditions may only be amended with WC’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and WC.
2.4 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
2.5 The Client acknowledges and agrees that any expected or estimated outcomes concerning increased sales or market share or penetration achieved by the Client derived from the Services provided by WC, and whether or not expressed in consultation or quotations, are speculative and in no way constitute a guarantee.
3.1 The Client shall be able to terminate this contract (subject to clause 15.2) within seven (7) clear business days following receipt from WC of a signed copy of this contract.
3.2 To terminate this contract the Client must notify WC in writing, which clearly states that the Client rescinds the contact, within the timeframe specified in clause 3.1 above, and:
(a) gives it to WC, personally; or
(b) leaves it at WC’s address, as specified in this contract; or
(c) sends it by registered post to WC’s address, as specified in the contract.
3.3 Once the withdrawal notice is given to WC, then:
(a) the contract is taken to be rescinded from the time it was signed; and
(b) WC may retain out of any money already paid to WC by the Client the amount of any reasonable out of pocket expenses that WC has incurred before the contract was rescinded; and
(c) WC shall be entitled to be paid a reasonable amount for any Services undertaken prior to the date the contract was rescinded.
4.1 The Client shall give WC not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by WC as a result of the Client’s failure to comply with this clause.
5.1 In the event that WC provides any Services to the Client then, unless those Services, together with such other incidental work as WC may consider necessary for the proper performance of such Services, are documented as being a ‘No-Fee Preliminary Service’, such Services shall be chargeable to the Client at WC’s standard rates. Acceptance by WC of any ‘No-Fee Preliminary Service’ identified as such by WC to the Client, shall be consideration for the Client’s agreement to the following terms and conditions:
(a) on request by WC at any time after agreement by WC to provide ‘No-Fee Preliminary Service’, advise WC of the number of other designers requested to supply such services. WC may, if the Client fails to answer such request, or has engaged more than two (2) designers (including WC), and always at WC’s sole discretion, elect to terminate the agreement to provide any ‘No-Fee Preliminary Service’; such termination shall not give rise to any claims by the Client for any Services already provided, or yet to be provided; and
(b) to accept such Services on the basis that any IP of WC, or copyrighted material, will not in any way be disclosed to any competing designer; and
(c) to otherwise preserve the trade secrets of WC.
5.2 At WC’s sole discretion the Charges shall be either:
(a) as indicated on any invoice provided by WC to the Client in respect of Services provided; or
(b) WC’s quoted price (subject to clause 6) which will be valid for the period stated in the quotation, or otherwise for a period of thirty (30) days.
5.3 At WC’s sole discretion, a non-refundable deposit may be required.
5.4 Time for payment for the Services being of the essence, the Charges will be payable by the Client on the date/s determined by WC, which may be:
(a) on provision of the Services; or
(b) on delivery of any Goods; or
(c) with the agreement of WC’s management in writing, by way of instalments/progress payments in accordance with WC’s payment schedule. If no payment schedule has been specified, then equal monthly instalments shall be due in accordance with the timeframe specified in sub-clause (d) for a twelve (12) month period; or
(d) twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices; or
(e) the date specified on any invoice or other form as being the date for payment; or
(f) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice furnished to the Client by WC.
5.5 Payment may be made by cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and WC.
5.6 Unless otherwise stated the Charges do not include GST. In addition to the Charges the Client must pay to WC an amount equal to any GST WC must pay for any provision of Services by WC under this contract, or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Charges. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Charges, except where they are expressly included in the Charges.
6.1 WC reserves the right to change the Charges in the event of any variation to the quotation, and including:
(a) any variation die to unforeseen circumstances, or as a result of increases to WC in the cost of materials or labour, or due to changes in the advertising rates charged by the advertising medium provider for print, television, website and radio; and
(b) where the quotation is based on information, specifications or information supplied by the Client, any extra work or cost caused by any variation by the Client of its original information, specifications or information, or by such information, specifications or information being, in WC’s opinion, poorly prepared, or by the Client’s requirements being different from those originally submitted or described; and
(c) any experimental work; and
(d) any tabulated work and/or foreign language to be included, but not contained in the information, specifications or information originally submitted by the Client; and
(e) any fonts, or colour proofs, or artwork, specially bought at the Client’s request for the Services; and
(f) when style, type or layout is left to WC’s judgement, and the Client makes further alterations;
(g) where the provision the Services requires WC to obtain products and/or services from a third party, this contract shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to WC, and the Client shall be liable for the cost in full including WC’s margin of such products and/or services.
7.1 WC is under no obligation to provide samples of the Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by WC to match virtual colours with physical colours, WC will take no responsibility for any variation between virtual samples (including any virtual sample as displayed on the Client’s computer) and the provided Goods, or any variation due to substrates, half tones and/or detailed graphics and the Goods provided. Should a physical sample be required, this will be provided on request by the Client and will be charged for as an extra (including return freight) in accordance with clause 6.
7.2 Whilst every care is taken by WC to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods, which will be sent to the Client and will be deemed accepted if no response is received by the Client within forty-eight (48) hours of WC’s submission thereof. WC shall be under no liability whatever for any errors not corrected by the Client in the final proof reading, and should the Client’s alterations require additional proofs this shall be invoiced as an extra in accordance with clause 6.
8.1 WC shall engage Consultants, as specified in the quotation, acting solely as agent on behalf of the Client, and the following shall apply:
(a) WC shall be entitled to enter into contracts with such Consultants in the name of the Client; and
(b) the Client shall be responsible for all payments to such Consultants; and
(c) where WC pays the Consultant’s account on behalf of the Client, the Client shall reimburse WC for the payment of the Consultant’s account, together with an account-handling fee, within fourteen (14) days from the date of submission of the account by WC to the Client; and
(d) if the Client does not reimburse WC within fourteen (14) days from the date of submission of the account in accordance with sub-clause (c) above, WC shall be entitled to;
(i) charge interest at the rate specified in clause 14.1 from the date of payment of the Consultant’s account by WC to the date of reimbursement to WC by the Client; and/or
(ii) charge the Client all costs and disbursements incurred by WC as is allowed under clause 14.2.
8.2 WC does not warrant the accuracy or quality of the Consultant’s work, or warrant that the recommendations of the Consultant are appropriate or adequate, or are fit for their purpose, or that they are not given negligently. The Client agrees that they shall not make any demand on WC, or commence any legal proceedings against WC, and WC shall have no liability, whether in negligence or otherwise, to the Client in relation to any work performed by the Consultant.
9.1 Any time specified by WC for provision of the Services is an estimate only and WC will not be liable for any loss or damage incurred by the Client as a result of provision being late. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that WC is unable to provide the Services as agreed solely due to any action, or inaction, of the Client, then WC shall be entitled to charge the Client additionally for re-providing the Services at a later time and date.
9.2 Delivery of the Goods is taken to occur at the time that WC (or WC’s nominated carrier) delivers the Goods to the Client’s nominated address (including the Client’s nominated email address where the Goods are delivered by electronic form), even if the Client is not present at the address.
9.3 At WC’s sole discretion, any costs of delivery are in addition to the Charges.
9.4 The Client must take delivery, by receipt of the Goods, whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged, then WC shall be entitled to charge a reasonable fee for redelivery and/or storage.
9.5 WC may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
10.1 The Client acknowledges that all instructions, specifications or information supplied to WC is subject to the approval of WC and may regardless of prior approval, be rejected and removed by WC.
10.2 The Client warrants that any instructions, specifications or information supplied to WC which are to be used for the provision of, or incorporated in, the Services shall:
(a) be true and correct in every particular; and
(b) not contain, or reasonably considered to contain, any misrepresentations; and
(c) not be, or reasonably considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; and
(d) be non-political and non-religious by nature, and suitable for viewer of all ages; and
(e) not be, nor contain, anything that is defamatory of any person or is indecent or obscene; and
(f) complies with all laws, regulations, codes of practice, guidelines and any standards applicable to the advertising industry (and broadcasting standards) and as determined by any relevant regulatory agency or industry self-regulatory body (including, but not limited to, the Fair Trading Act 1986 and the Advertising Codes of Practice of the Advertising Standards Authority (ASA)); and
(g) does not infringe copyright, trademark, IP or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.); and
(h) does not contain anything which may give rise to any cause of action by a third against WC (including, but not limited to, material that may cause damage or injury to any person and/or entity); and
(i) be in the form, and delivered up to WC by the date, specified thereby. If the Client fails to adhere to this sub-clause, WC shall not be liable to the Client in the event WC is unable to provide the Services.
10.3 WC shall be entitled to rely on any instructions, specifications or information supplied to WC which is to be used for the provision of, or incorporated in, the Services. The Client shall indemnify, and keep indemnified, WC at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against WC, or incurred or become payable by WC, resulting or arising from the Client being in breach of clause 10.1
10.4 Imprints or any legal obligations required to appear on any printed material are the responsibility of the Client. WC reserves the right to place its imprint on all printed material unless specifically requested otherwise.
11.1 WC, its directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the Services by WC to the Client.
11.2 The Services are provided on an “as is, as available” basis. WC specifically disclaims any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose.
11.3 The Client assumes full responsibility for their use of the Services, and it is the Client’s sole responsibility to evaluate the accuracy, completeness and usefulness or all opinions, advice, services, and other information, and the quality and merchantability of all Services provided by WC, and WC does not (unless expressly requested by the Client) limit or restrict access to the Goods, nor protect the Goods from copyright infringement or other wrongful activity.
12.1 Any alleged fault, defect, shortage in quantity, errors, omissions or failure to comply with the description or quotation which the Client detects must be reported to WC as soon as is practically possible, but no later than three (3) days after delivery for any printed Goods, or seven (7) days after completion/delivery of all other Services. Any emails or telephone messages which are received outside WC’s normal business hours will be processed the following business day. Upon such notification the Client must allow WC to review/inspect the Services that were provided.
12.2 For defective Services, which WC has agreed in writing that the Client is entitled to reject, WC’s liability is:
(a) limited to either (at WC’s discretion) rectifying the Services or re-providing the Services, provided that the Client has complied with the provisions of clause 12.1; or
(b) limited to any warranty to which WC is entitled, if WC did not manufacture the Goods or provide the Services; or
(c) otherwise negated absolutely.
13.1 Where WC has designed, drawn or developed Goods for the Client, including sketches and dummies submitted by WC on a speculative basis (“IP”), then the copyright in the IP shall remain the property of WC, and:
(a) shall only be used by the Client at WC’s discretion and in accordance with clause 13.2; and
(b) the Client undertakes to acknowledge WC’s IP in the event that images of the Goods are utilised in advertising or marketing material by the Client; and
(c) the Client agrees that WC may (at no cost) use for the purposes of marketing or entry into any competition, any IP of WC and/or any Services provided to the Client.
13.2 WC does not accept commissions to provide Services based on copyright works; this overrides Section 21(3) of the Copyright Act 1994 in accordance with Section 21(4) of that Act. The Client shall be entitled, on payment of all monies due to WC, to an irrevocable, non-exclusive and non-transferable license to use WC’s IP for the specific purpose, and such IP shall not be used for any purpose other than that nominated by WC and no ideas obtained therefrom may be used without the consent of WC. Unless the right to reproduce or to create derivative work is otherwise set out in writing, the right of the Client shall be limited to the use of the licensed works to create one (1) derivative work only, and to make such copies of WC’s IP as are necessary for completion of that derivative work, and any statutory compliance associated with it. WC shall be entitled to compensation from the Client for any unauthorised use of WC’s IP.
13.3 The Client shall indemnify WC against any claims by third parties for patent, trademark, design or copyright infringement, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein. Where the Client has supplied drawings, sketches, files or logos to WC, the Client warrants that the drawings, sketches, files or logos do not breach any patent, trademark, design or copyright, and the Client agrees to indemnify WC against any action taken by a third party against WC.
13.4 Information, specifications or information (including, but not limited to, disks, artwork and film) supplied by the Client, and/or other authorised persons, remain the property of the Client. Unless otherwise indicated in writing, WC shall assume such information, specifications or information to be duplicate copies of the original.
13.5 Where WC has provided photographic (digital or otherwise) images for the Client, at WC’s sole discretion, any such images may be subject to ongoing licence payments for use of such images. The period of any such licence is determined by WC from time to time.
13.6 Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party's written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at WC’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
14.2 If the Client owes WC any money, the Client shall indemnify WC from and against all costs and disbursements incurred by WC in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, WC’s collection agency costs, and bank dishonour fees).
14.3 Without prejudice to any other remedies WC may have, if at any time the Client is in breach of any obligation (including those relating to payment, and whether or not the payment is due to WC or any Consultant) under these terms and conditions, WC may, at their sole discretion (without being liable to the Client for any loss or damage the Client suffers because WC has exercised its rights under this clause) suspend or terminate this contract and/or any of the Services without notice or refund (including, but not limited to, cancelling any advertising or printing that may be booked, cancelling any delivery of Goods, blocking and restricting the publics and/or the Client’s access to the website, or removing the website from the web entirely, or revoking any intellectual property license provided in accordance with clause 13.2).
14.4 Without prejudice to WC’s other remedies at law, WC shall be entitled to cancel all, or any part, of any order of the Client which remains unfulfilled, and all amounts owing to WC shall, whether or not due for payment, become immediately payable if:
(a) any money payable to WC becomes overdue, or in WC’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
14.5 WC will not be liable to the Client for any loss or damage the Client suffers because WC has exercised its rights under this clause 14.
15.1 WC may cancel these terms and conditions, or cancel provision of Services at any time before the Services have commenced (or the Goods have been delivered), by giving written notice. On giving such notice WC shall repay to the Client any sums paid in respect of the Charges, less any amounts owing by the Client to WC for Services already provided up to the date of cancellation. WC shall not be liable for any loss or damage whatever arising from such cancellation.
15.2 In the event that the Client cancels this contract, or provision of the Services, the Client shall be liable for:
(a) any monies owed to WC, whether or not they are due for payment, and whether or not payment thereof is by instalments in accordance with clause 5.4(c); and
(b) the cost of any Services already provided to the Client by WC; and
(c) any and all loss and any costs incurred (whether direct or indirect) by WC up to the date of cancellation and/or as a direct result thereof (including, but not limited to, any loss of profits)
15.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
16.1 The Client agrees that during the term of the contract and for a period of six (6) months following the termination of the contract for any reason, the Client will not:
(a) attempt to encourage or persuade any contractor/s, employee or consultant of WC to terminate their contract or employment with WC or utilise in any way an employee or past employee of WC (other than through WC); and
(b) the Client acknowledges that the restraints are fair and reasonable for the proper preservation of the goodwill of the business of WC.
16.2 The Client agrees that if clause 16.1 is contravened the Client agrees to pay a placement fee equal to fifteen percent (15%) of the employee’s annual salary as a fee as agreed by the parties prior to the appointment of the candidate. The Client agrees that this placement fee is also applicable if the Client engages WC’ employees through a different labour hire company.
17.1 The Client authorises WC (or WC’s agent) to:
(a) access, collect, retain and use any information about the Client;
(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by WC from the Client directly or obtained by WC from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
17.2 Where the Client is an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.
17.3 The Client shall have the right to request WC for a copy of the information about the Client retained by WC and the right to request WC to correct any incorrect information about the Client held by WC.
18.1 WC and the Client agree that the Client’s obligations to WC for the provision of Services shall not cease (and ownership of any Goods shall not pass) until:
(a) the Client has paid WC all amounts owing to WC for the Services; and
(b) the Client has met all other obligations due by the Client to WC in respect of all agreements between WC and the Client.
18.2 Receipt by WC of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then WC’s ownership or rights in respect of the Services, and this agreement, shall continue.
18.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 18.1:
(a) the Client is only a bailee of the Goods and must return the Goods to WC on request; and
(b) the Client irrevocably authorises WC to enter any premises where WC believes the Goods are kept and recover possession of the Goods.
(c) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of WC.
(d) WC may commence proceedings to recover the Charges, notwithstanding that ownership of the Goods has not passed to the Client.
19.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in:
(a) all Goods previously provided (if any), and that will be provided in the future, by WC to the Client; and
(b) all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to WC for Services that have previously been provided (if any), and that will be provided in the future, by WC to the Client.
19.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which WC may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; and
(b) indemnify, and upon demand reimburse, WC for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby; and
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the registration in favour of a third party without the prior written consent of WC; and
(d) immediately advise WC of any material change in its business practices of selling any of the Goods which would result in a change in the nature of proceeds derived from such sales.
19.3 WC and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
19.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
19.5 Unless otherwise agreed to in writing by WC, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
19.6 The Client shall unconditionally ratify any actions taken by WC under clauses 19.1 to 19.5.
20.1 The failure by WC to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect WC’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.2 These terms and conditions and any agreement to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Wellington courts of New Zealand.
20.3 WC shall be under no liability whatsoever to the Client for any indirect, incidental, special and/or consequential loss and/or expense, claim and/or cost (including legal fees and commissions, loss of profit, business, contracts, opportunity, goodwill, reputation and/or anticipated saving) and/or for any loss suffered by the Client arising out of a breach by WC of these terms and conditions , caused by any failure by the Client to comply with their obligations under this agreement, or that arise from any claim relating to the Services by any person that the Client authorises to use the Services (alternatively WC’s liability shall be limited to damages which under no circumstances shall exceed the Charges).
20.4 The Client shall not be entitled to set off against, or deduct from the Charges, any sums owed or claimed to be owed to the Client by WC, nor to withhold payment of any invoice because part of that invoice is in dispute.
20.5 WC may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
20.6 The Client agrees that WC may amend these terms and conditions at any time. If WC makes a change to these terms and conditions, then that change will take effect from the date on which WC notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for WC to provide Services to the Client.
20.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
20.8 The Client hereby disclaims any right to rescind, or cancel the agreement or to sue for damages or to claim restitution arising out of any misrepresentation made to them by any servant or agent of WC and the Client acknowledges that they purchase the Services relying solely upon their own skill and judgement.
20.9 If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the provision of Services by WC to the Client.
20.10 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.
