Revised 25th February 2010

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.

To the extent that you are deemed to be a consumer for the purposes of the Unfair Contract Terms Act 1974, these terms and conditions (“Conditions”) do not affect your statutory rights.Your continued use of this website constitutes your agreement to be bound by these Conditions which shall govern all orders made by you to the exclusion of any other terms and conditions. BXL reserves the right to vary these Conditions from time to time. Any such changes will be posted on this section of the website and your continued use of the website constitutes your agreement to be bound by the prevailing terms and conditions. You will be requested to read and accept these Conditions every time you place an order. For this reason we encourage you to review them whenever you use this website to ensure that you are familiar with the latest terms and conditions. We also recommend to all our customers to print and retain a copy of the Conditions for future use. Before placing your order, if you have any questions relating to these Conditions, please contact us (for details see the “Contact us” page of the website or Part D of these terms and conditions).

(A)Terms of Service

1.Orders

1.1We reserve the right to decline all or any part of any order for whatever reason; should this occur, we will email you with the relevant details.
1.2All contracts are concluded in English.
2.Capacity to enter contract: To be eligible to enter a contract with us for the provision of the Services through this website you must you must be over 18 years of age and register with us by providing the requested information, including your real name; payment details, including your cardholder address; email address and telephone number(s).
3.Prices and Payment:
3.1All prices and charges on this website are quoted in pounds sterling. The price you pay for your order is the price displayed on this website. Prices exclude VAT unless stated. VAT will be shown as a separate item on a printed invoice that we will send to you.
3.2If we discover an error in the price of the Services that you have ordered, we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling the order. If we are unable to contact you, we will treat the order as cancelled and you will receive a full refund.
3.3If the price payable for the Services is a fixed price, the Customer shall pay the price on placing an order through available payment methods as described on our website.
3.4If the price payable for the Services is not fixed, we will advise you of the price and will issue an invoice for the price on or any time after conclusion of the Contract. Invoices are payable in accordance with the payment terms stated on the invoice.
4.Time for Performance: Any dates quoted for performance of the Services are approximate only and BXL shall not be liable for any delay in performing the Services howsoever caused. Time for the performance of the Services shall not be of the essence of the Contract.
5.Obligations of the Customer:
5.1Throughout the term of the Contract the Customer shall, at its own expense, afford BXL and its employees and agents such access to the Customer’s premises as BXL may from time to time reasonably require to perform its obligations hereunder, provided always that the Customer shall be obliged to afford such access only during its normal business hours. In addition, the Customer shall, at its own expense:
(a)co-operate with BXL in all matters relating to the Services;
(b)supply BXL in a timely manner with such documents, materials, data and other information as BXL shall reasonably require to enable it to perform the Services; the Customer shall ensure the accuracy of all such documents, materials, data and other information so supplied;
(c)advise BXL of the rules and regulations which are then in force for the health and safety, security and conduct of personnel at the Customer’s premises; BXL shall take reasonable steps to make its personnel aware of any such rules and regulations;
(d)make available such working space, equipment and facilities at the Customer’s premises as BXL may reasonably require;
(e)make available appropriate personnel to liaise with BXL;
(f)secure and otherwise keep safe all property of BXL which is located at the Customer’s premises; and
(g)obtain and maintain in effect public liability and such other insurances as are necessary to cover its liability in respect of loss of or damage to BXL’s property or of personal injury to or death of BXL’s employees, agents and sub-contractors arising out of a negligent act or omission or breach of the Contract by the Customer, its employees, agents or sub-contractors.
5.2The Customer hereby acknowledges and agrees that any failure by the Customer to perform any of the obligations set out in paragraph 5.1 may prohibit effective action by BXL and render BXL unable to perform the Services and that, in such circumstances, BXL shall be under no liability to perform its obligations under the Contract to the extent that such performance is prohibited by such failure of the Customer.
6.Confidentiality:
6.1Each party hereto (“the Receiving Party”) agrees that during and after the term of the Contract it will keep secret and confidential and will not, without the prior written consent of the other party (“the Disclosing Party”), use or disclose to any third party any information relating to the business or affairs of the Disclosing Party – including, without limitation, the Background Materials, the Foreground Materials and the Customer Deliverables – that has been disclosed to it by the Disclosing Party pursuant to or otherwise in connection with the Contract (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such).
6.2The Receiving Party may only disclose such information to those of its employees and agents who need to know the same, shall ensure that such employees and agents are aware of and comply with the provisions of this Condition, and shall indemnify the Disclosing Party against any loss or damage which the Disclosing Party may sustain or incur as a result of any breach of confidence by any of the Receiving Party’s employees or agents.
6.3The provisions of this Condition shall not apply to any such information which:
(a)comes into the public domain otherwise than through unauthorised disclosure by the Receiving Party or anyone on its behalf;
(b)is already in the public domain or known to the Receiving Party prior to the commencement of the Services;
(c)is independently developed by the Receiving Party;
(d)is lawfully acquired by the Receiving Party from a third party who owes no duty of confidence to the Disclosing Party; or
(e)is required by any court of competent jurisdiction or by a governmental or regulatory authority to be disclosed or where there is a legal right, duty or requirement to disclose, provided that, where possible and without breaching any such requirements, not less than two days’ notice is given to the Disclosing Party of any such disclosure.
7.Intellectual Property Rights:
7.1The parties hereby acknowledge and agree that:
(a)the Background Materials and all and any Intellectual Property Rights therein or relating thereto are and shall at all times remain the property of BXL;
(b)the Foreground Materials and all and any Intellectual Property Rights therein or relating thereto shall be the property of BXL, but the Customer shall be entitled to use the same solely for the purpose of utilising the Services for its own internal business purposes by way of a perpetual, non-exclusive, non-transferable, royalty-free licence, subject to payment in full of all sums payable by the Customer under the Contract;
(c)the Customer Deliverables and the copyright therein shall be the property of the Customer and, accordingly, BXL hereby assigns to the Customer the copyright in the Customer Deliverables upon payment in full of all sums payable by the Customer under the Contract; BXL hereby asserts its right to be identified as the author of the Customer Deliverables in accordance with the provisions of the Copyright, Designs and Patents Act 1988.
8.Warranties and Liability:
8.1BXL warrants to the Customer that it will exercise reasonable care and skill in performing the Services. Subject to the foregoing, all conditions, warranties and other terms implied by statute, common law or otherwise, in respect of the performance of the Services are hereby excluded to the fullest extent permitted by law.
8.2Where, in connection with the provision of the Services, BXL supplies any goods supplied by a third party, BXL does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to BXL.
8.3BXL shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any documents, materials, data or other information or instructions supplied to BXL by the Customer in connection with the provision of the Services which are incomplete, incorrect, inaccurate, illegible, out of sequence or in any wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
8.4Except in respect of death or personal injury caused by the negligence of BXL or its employees or agents or as expressly provided in these Conditions, BXL shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Contract for any consequential loss or damage whether caused by the negligence of BXL, its employees or agents or otherwise which arise out of or in connection with the performance of the Services (including any delay in performing or failure to perform the Services in accordance with the Contract or at all), and the entire liability of BXL in contract, tort (including negligence) or otherwise arising out of or in connection with the Contract shall not exceed the amount of the price payable for the Services.
8.5For the purposes of paragraph 8.4, the expression “consequential loss or damage” includes, but is not limited to: loss of anticipated profits or savings; damage to goodwill or reputation; loss of expected future business; damages, costs or expenses payable to any third party; indirect losses; and any consequences not directly or naturally arising.
9.Force Majeure: Neither party shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations under the Contract (other than the payment of monies by the Customer) if the delay or failure was due to any cause beyond its reasonable control including, but not limited to, acts of God, riot, strike, lock-out, trade dispute, fire, war or flood.
10.Cancellation by the Customer:
10.1You are entitled to a cooling-off period beginning on the day when you place your order and ending seven working days after you receive confirmation from us that your order has been accepted during which you have the right to cancel your order. Once we have commenced the performance of the services with your agreement, you will lose this right to cancel.
10.2If you wish to cancel your order, for whatever reason, you should inform us in writing during the cooling-off period (email is acceptable).
10.3Once you have notified us that you are cancelling your contract, we will refund to you all monies paid by you for the services in question in the same form of payment originally used for the purchase as soon as possible and in any event within 30 days of the cancellation of your order.
11.Cancellation by us:
11.1We reserve the right to cancel the contract if:
(a)we have insufficient capacity to perform the services you have ordered;
(b)we do not work in your area;
(c)the services (or any part of them) were incorrectly described or priced on the website;
(d)the payment transaction is not authorised; or
(e)you have not complied with the provisions of paragraph 2 of these Conditions.
11.2If we do cancel your contract we will notify you by email and will refund to you any sum paid by you to us in respect of the contract as soon as possible and in any event within 30 days of the cancellation of the contract. We will not be obliged to offer any addition compensation for disappointment suffered.
12.Termination:
12.1The Contract shall, unless terminated earlier in accordance with the provisions of this Condition, continue until the Services have been performed.
12.2The Contract may be terminated by BXL at any time by giving not less than three months’ written notice thereof to the Customer.
12.3
(a)The Contract may be terminated by the Customer at any time by giving not less than one month’s written notice thereof to BXL and paying a termination fee (“Termination Fee”) as compensation for any loss occasioned by such termination. If the notice is served one month or less prior to the Final Performance Date, the Termination Fee shall be a sum equal to the Fees; if the notice is served between one month and two months prior to the Final Performance Date, the Termination Fee shall be a sum equal to 50% of the Fees; if the notice is served between two months and three months prior to the Final Performance Date, the Termination Fee shall be a sum equal to 25% of the Fees. No Termination Fee shall be payable if the notice is served more than three months prior to the Final Performance Date.
(b)The amount of any Fees paid (if any) prior to the service of such notice shall be deducted from the amount of any Termination Fee.
(c)If the amount of the Fees paid prior to the service of such notice exceeds the amount of the Termination Fee, BXL shall refund the appropriate amount to the Customer.
12.4The Contract may be terminated forthwith on written notice:
(a)by BXL if the Customer fails to pay any sum due under the Contract or any other Contract between BXL and the Customer;
(b)by either party if the other commits any material or repeated breach of any term of the Contract and (in the case of a breach capable of being remedied) fails within 14 days of receipt of a written request so to do, to remedy the breach; or
(c)by either party if the other party ceases, or threatens to cease to carry on its business; or
(d)by either party if an encumbrancer takes possession of any of the property or assets of the other party; or
(e)by either party if the other party makes a voluntary arrangement with its creditors; or
(f)by either party if the other party shall be unable to pay its debts as they fall due within the meaning of Section 123 Insolvency Act 1986; or
(g)by either party if an order is made for the winding-up or dissolution of the other party or;
(h)an application is made to Court, or an order is made, for the appointment of an administrator to manage the affairs, business and property of that other party or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(i)a receiver and/or manager or administrative receiver is appointed in respect of all or any of that other party’s assets or undertaking; or
(j)that other party takes or suffers any similar or analogous action in consequence of debt.
For the purposes paragraph 12.4(b), a breach shall be capable of remedy if the party in breach can comply with the provisions in question in all respects other than as to time of performance (provided that time for performance is not of the essence).
12.5Any termination of the Contract pursuant to this paragraph 12 shall be without prejudice to any other rights or remedies either party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into force on or after such termination.
13.Child Protection: The Customer undertakes to comply with the Children Act 2004 and the Local Safeguarding Children Boards Regulations 2006 insofar as the same relate to its obligations hereunder. BXL recognises and undertakes to comply with its legal duty under the Children Act 2004 to work with other agencies and the Birmingham Safeguarding Children Board and Solihull Local Safeguarding Children Board to protect children, young people under 18 and vulnerable adults from abuse.
14.Data Protection: Information you provide to us remains confidential. We are committed to protecting your privacy. We will only use the information that we collect about you lawfully and in accordance with the Data Protection Act 1998. We collect information about you for two reasons: firstly, to process your order; and, secondly, to provide you with the best possible service. You specifically authorise us to transmit information to or to obtain information about you from third parties (including, but not limited to, your debit or credit card number) to authenticate your identity, to validate your debit or credit card and to authorise the transaction. You acknowledge that you consent to the processing of such information. Click here for details of our Privacy Policy, the terms of which you acknowledge and agree to be bound by. Should you wish to contact us regarding our Privacy Policy please do so (for details see the “contact us” page of the website or Part D of these terms and conditions).
15.Freedom of Information: The Customer shall provide such assistance and support which may be requested from time to time by BXL for the purposes of enabling or assisting BXL to comply with its obligations under the Freedom of Information Act 2000.
16.Complaints: If you have a complaint, please contact us immediately by fax, phone or email (for details see the “Contact us” page of the website or Part D of these terms and conditions). Any complaint will be dealt with fairly, effectively and confidentially. We aim to deal with all complaints dealt with within seven working days.
17.Invalidity: If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these terms and conditions will not be affected.
18.Law: These terms and conditions shall be governed by and construed in accordance with English Law and you hereby agree to be subject to the jurisdiction of the English courts.
19.Entire Agreement: These terms and conditions, together with our current website prices, contact details and Privacy Policy, set out the whole of the agreement between us relating to the supply of our services to you. Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any services offered by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
20.No waiver: No relaxation, forbearance, delay or indulgence by either party in enforcing any of its rights under the Contract shall be deemed to be a waiver of that right, nor shall any waiver by either party of any breach of any term of the Contract operate as a waiver of any subsequent or continuing breach thereof.
20.1Assignment: BXL may, but the Customer may not, at any time assign, transfer or deal in any other matter with the Contract or any of its rights under it or sub-contract all or any of its obligations under it.
20.2No Partnership: Nothing in the Contract is intended to create a partnership or joint venture or legal relationship of any kind between the parties that would impose liability upon one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other. Save where expressly stated in the Contract, neither party shall have authority to make representations, act in the name or on behalf of or otherwise to bind the other.

(B)Intellectual property rights

The content of this website is © BXL Services 200[●] (or its third party licensors). You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the website shall remain at all times vested in us (or our licensors). You may not copy, reproduce, change, modify, license, transmit or sell any material or content contained herein and you are permitted to use this material only as expressly authorised by us (or our licensors).

(C)Disclaimer

BXL Services is providing this website on an “as is” basis and makes no representations or warranties of any kind, whether express or implied, in relation to this website or its contents and disclaims all such representations and warranties. In addition, BXL makes no representations or warranties about the accuracy or completeness of the information on this website, and you should satisfy yourself that any product choice that you make is suitable for its intended purpose or use. The information contained in this website may contain technical inaccuracies or typographical errors. All liability of BXL howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
Neither BXL nor any of its directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of this website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
Notwithstanding the foregoing, none of these exclusions and limitations is intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.
BXL accepts no liability for any information or content contained in external third party websites which link to or from this website.

(D)Definitions and Interpretations

1.In these Conditions, the following words and expressions shall, unless the context otherwise requires, have the following meanings:
“Background Materials”all and any Materials owned by or licensed to BXL prior to the commencement of the Services;
“BXL” “we” or “us”BXL Services a company limited by guarantee registered in England under number 4386501 and whose registered office is at 55 Colmore Row, Birmingham, West Midlands B3 2AS;
“the Customer” “you” or “your”the person, firm, corporation or organisation for whom the Services are to be performed;
“Customer Deliverables”the final version of all documents, reports, drawings, diagrams and other deliverables in written or other tangible form which BXL is required to deliver to the Customer;
“Foreground Materials”all and any Materials acquired, created, conceived, developed or introduced into practice by BXL in the course of performing the Services;
“Intellectual Property Rights”patents, trade and service marks, registered designs, internet domain names, improvements and modifications to any of the foregoing and the right to apply for protection for such registered rights anywhere in the world, inventions, discoveries, copyright, design rights, database rights, unregistered trade and service marks, brand names, trade secrets and confidential information, know-how, and any other intellectual property and any similar or equivalent rights whether registrable or not arising or granted or subsisting under the law of any other country or state;
“Materials”information (whether written, oral or in any other form, tangible or intangible), materials or software (whether in machine readable, optically readable or any other form and including the media on which such software is supplied), including, without limitation, know-how, development tools, methods of work, processes, working papers, methodologies, algorithms, processes, tools, techniques, skills, experience, expertise and any associated or related information maintained in any form (whether oral, written, visual, electronic or other); and
“the Services”the services to be provided by BXL for the Customer as specified in the Customer’s order.
2.The headings in these Conditions are for convenience only and shall not affect their interpretation or construction.
3.Any reference in these Conditions to any statute or statutory provision shall be construed as a reference to any statutory amendment, re-enactment or extension thereof, and includes any subordinate legislation for the time being made under it.
4.In these Conditions, unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and the masculine gender shall include the feminine and the neuter.

(E)Contact us:

Our correspondence address is:

75 Harborne Road
Birmingham
West Midlands
B15 3DH

Telephone: 0121 607 8888
Fax: 0121 607 0102
Email address: This e-mail address is being protected from spambots. You need JavaScript enabled to view it

BXL can be contacted by telephone, fax or email between [9 a.m. and 5 p.m. Monday to Friday] (excluding bank holidays).

Registered office:
55 Colmore Row
Birmingham
West Midlands
B3 2AS

Company registration number: 04386501
VAT registration number: 787216204