TERMS AND CONDITIONS

 DEFINITIONS (a) " The Company" means Omega Environmental Ltd. T/as Yellbay.com

(b) "The Client" means the party with whom the Company is contracting for services and supply.

(c) 'The Services" means the services described in the Advertising Order Form or the Purchase Order relating to individual contracts and any authorised amendment or addition thereto. 

1.        These conditions supersede and invalidate all other commitments and representations relating to the subject matter hereof which the parties may have made either verbally or in writing prior to the contract date and which shall become null and void. 

2.        No deletion or variation of these conditions will be recognised by the Company unless an authorised officer of the Company has previously agreed such deletion or variation in writing with 24 hours prior notice. 

3.        The Company will provide the Services but shall not be obliged to do so and shall not be liable for loss or damage of whatever nature suffered by the Client for failure to do so in the event that the Company is prejudicially affected in the discharge of the Services or part thereof as the result of: 

        (a)     Strike lockout or other labour dispute affecting the employees of the Company, its Sub Contractors or the Client wherein the latter case the effect is to prevent or hinder the Company's servants or agents from performing the Services.

       (b)     Any event beyond the Company's control preventing or hindering the Company's servants or agents travelling to the Clients premises or its own offices inclusive of but not exhaustively comprising mechanical breakdown, impedance by any road traffic congestion, presence of noxious toxic  combustible explosive or radioactive substances and adverse weather conditions, 

      (c) War act of hostile forces civil disturbance or extensive disruption of public services in the event of such occurrences the Services may be suspended until circumstances permit their reinstatement and the period of suspension shall be added to the term of this agreement;                 

      (e)   Theft or vandalism where the Companies servant or servants have conformed with duties expected of them 

      (f)      Threat of harm or personal injury by persons known or unknown.

 4.  If the Client requests ‑ the Company or its servants or agents to undertake services in excess of the Services provided for (otherwise than by an agreed variation as provided for in the Contract) such services shall be subject to further charges by the Company. The Company may at its discretion sub-contract all or any of the obligations under the Contract but the Client may not assign this contract without prior consent in writing with the Company. 

5.   The Company will provide Advertising Services and where these fall short of what was agreed then the Companies liability will be no more than the monetary amount of the contract or the portion of it that was in dispute. A credit will be given except in exceptional circumstances. No consequential damages will be entertained under any circumstances. Upon the happening of any event which may give rise to a claim against the Company, its servants or agents, the Company shall receive notice verbally within two (2) days of it happening and a notice of such event containing sufficient detail for the event to be identified, must be given to the Company in writing within three (3) days of the same coming to the Clients attention or of the date upon which it ought to have come to the clients attention. The Client must afford the Company reasonable opportunity and facilities for the investigation of any claim and provide evidence, which can substantiate and support such claim in a Court of Law. 

6.  The Client undertakes that it will not, without the previous consent in writing of the Company during the term of any Contract for the supply of the Services, nor for one year after its termination : (a)   Offer employment in any capacity concerned with Advertising to an employee of the Company or any person who was an employee of the Company during the term of such Contract and for 6 months after in the event of termination. (b)   Employ any firm or company owned managed or controlled by an employee of the Company or a person who was an employee of the Company during the term of such contract which firm or company provides services similar or in competition to those provided by the Company hereunder. (c) The employment or engagement of any company employee temporary or otherwise for whatever purpose by the Client will render the client liable for an introductory fee of not less than £1000 providing the company is in a position to release the employee without prejudice. 

7.  (i) The Company may terminate any Contract for the supply of Services: (a) At any time if the Client makes default or is in arrears in payment of any sum due hereunder or commits any other breach of the said Contract. All equipment used by the Company is recoverable with immediate effect from any breach. (b) At any time if the Client becomes insolvent or has a receiver appointed of its undertaking or assets or any part therefore makes any arrangement with or for the benefit of its creditors or in the case of a corporation goes in to liquidation otherwise than for the purpose of reconstruction or amalgamation or (c) Upon giving one calendar month notice in writing if the Company finds it impracticable to maintain the Services and in such case the Client shall have no claim for compensation in respect of such termination (ii) The Client may terminate the contract after any agreed rental period or lease period or contract period has expired, upon giving one calendar month notice in writing. The Company shall be entitled to make a pro rata increase in the charge due under any Contract for the supply of the services (subject to the Agreement being in force for not less than four months) on giving one months notice in writing to the Client in the event of  (i)Increases in prime costs (labour materials or overhead expenses) of carrying out the Company's obligations under such Contract, In the event of the Company's costs being increased by specific Government action, the Company may find it necessary to increase its charges to recover such costs from the date of the increase: (ii) All sums payable under such Contracts shall be invoiced without discount unless otherwise agreed in writing, thirty (30) days from date of invoice. 2% interest shall be charged on all outstanding amounts monthly. In order to ensure the optimum provision of protection for the Clients property in the event that the Company or the Client becomes aware of any irregularities or incidents affecting or occurring in the course of the provision of the Services such irregularities or incident shall be reported within 3 days of receipt of the services. 

8. The Client is to be responsible for ensuring that they comply with the “Data Protection Act” 

Invoicing The Company shall issue the Client with an invoice in respect of all services and equipment supplied as per the paid for period or as specially agreed or indicated between the parties from commencement of the said Contract. 

Payment The Company shall expect all payments due under this Agreement to be duly paid prior to inclusion, by the Client in the manner agreed by the Company as is laid out as Terms. Where digital services are provided the Company require these to be paid by Standing Order or by special arrangement.  The Client shall not be entitled to withhold payment of any amount payable under the contract to the Company because of any subsequent claim by the Client in respect of an alleged breach. 

The Contract shall be governed by English and Welsh Law while operating in the UK and by EU Law when operating in other parts of the EU and the parties consent to the jurisdiction of the appropriate Court with respect to all matters relating to the Contract except to the extent the Company involves the jurisdiction of the Courts in any other country.

The clients details are stricktly private and will not be passed to third parties under any circumstance except that they are illegally or corruptly gained by that third party

To ensure confidentiality, all matters pertaining to this contract will be dealt with in the strictest confidence and will not be passed to a third party without the express permission of both the Client and the Company or in any dispute to the Companies solicitor.