Snap

Snap Print & Design Terms of Trade

1. Quotations

1.1 Subject to paragraphs 1.2, 2, 3 and 4, all prices quoted are based on work specified in the quote (or the verbal instructions given at time of order). Quotes are valid for a period of 30 days from their date. Quotes will be deemed accepted upon the Customer making an Order

1.2 Prices quoted are based on the current cost of production, (materials, labour, machine time etc) and are subject to amendment by Snap before or after acceptance of the quotation to meet a variation in the cost of production between the date of quotation and the date of execution of the order, provided there is no unreasonable delay on the part of Snap.

2. Customers Instructions

2.1 Snap shall only be required to fulfil the instructions specified in the quote. The customer is responsible to provide written instructions at the time of quotation. Snap shall not be responsible for errors or omissions due to misinterpretation of verbal instructions.  If Snap submits to the customer a proof of the Goods, Snap will not be responsible for any error in the Goods which appeared in the proof and which were not corrected by the customer before the Order was completed.

2.2 The cost of additions or alterations to any proof submitted to a customer will be added to the price (unless changes to the proof are merely typographical corrections).

3. Expedited Completion of Order

3.1 Customer acknowledges that a requirement for urgent completion of an Order increases the likelihood of defects. Snap will use reasonable efforts to avoid defects but will not be liable for defects arising because of urgent completion of an Order.

3.2 The price will be increased to cover overtime work or other additional costs incurred as a result of any requirement for urgent completion.

4. Outside Work

4.1 If Snap has to obtain goods (including typefaces, film, plates etc) and/or services not normally stocked or supplied by Snap from a third party in order to carry out the customer’s instructions:

a) Snap will not be liable for any breach of these Terms and Conditions if that breach is a result of or is connected with the supply by the third party of such goods and/or service.
b) Snap acquires these goods and/or services as agent for the customer and not as principal. Snap will have no liability to the customer in relation to the supply of those goods and/or services. Any claim by the customer in relation to the supply of those goods and/or services must be made directly against the third party supplier.
c) The customer must pay for such goods and/or services.
d) Any such goods are obtained on the basis that title in those goods passes to Snap when the goods are incorporated into the work done by Snap.

5. Suspension of Work

5.1 The suspension by the customer of any work, for any reason whatsoever, for a period of thirty (30) days, entitles Snap to payment in full for the work completed up to the suspension date.

6. Cancelled Orders

6.1 Orders cannot be cancelled except upon terms, which compensate Snap for all work done, materials used or specially acquired to complete the order, to the date of the cancellation.

7. Material Supplied by customer

7.1 If Snap and the customer agree that the customer is responsible for supplying materials for the purposes of the Order, the customer must supply sufficient quantities of materials to allow for spoilage, such quantity to be specified by Snap.  Snap will not normally count or check the materials and if requested by the customer to do so, may charge for counting or checking.  Snap will not be responsible for any defects in the Goods which are caused by defects in or the unsuitability of materials supplied by the customer.  Property in any materials supplied by the customer and incorporated into the Goods passes to the printer at time of incorporation.

8. Delivery

8.1 Snap shall notify the customer when the goods are ready for collection.

8.2 The customer must collect the goods from Snap’s premises upon being notified by Snap that the goods are ready for collection. If Snap agrees to deliver the goods, the customer shall bear all freight and charges of such delivery.

9. Payment

9.1 Once the work is completed Snap will invoice the customer for the quoted price plus any additional charges referred to above.

9.2 All Invoices shall be paid COD unless prior arrangements are agreed with Snap. Any credit arrangements will require an Account Application form to be completed and approved by Snap.

9.3 Snap will use its best endeavours to deliver the correct quantity ordered however quantities will at all times be considered estimates only and are conditional upon a margin of five percent (5%) being allowed for overs or shortages, which shall be charged for or deducted as appropriate.

9.4 Snap may issue an invoice for the amount of quote before commencing the Order where Snap has not previously carried out work for the customer or where Snap considers it prudent to do so.  Snap may, in the event that Snap is of the view that completing the Order will take more than a month, at any time before the Order is completed, issue one or more invoices for a proportion of the amount of the quote (the proportion to be at Snap’s discretion) and require that proportion of the quote to be paid in advance of any further work being done. 

9.5 Snap may at its option charge interest (at the rate of the Commonwealth Bank of Australia on overdrafts not exceeding $100,000 plus 3%) on amounts not paid when due, such interest is to be calculated on a daily basis from the date any such amount should have been paid until the date of payment.
9.6 The customer must pay to Snap any costs, expenses or losses incurred by Snap as a result of the customer’s failure to pay Snap all sums outstanding from the customer to Snap (including without limitation the generality of the obligations set out in this clause, any debt collection and legal costs).

10. Warranties and Conditions

10.1 Unless expressly set out herein, all implied warranties and conditions in relation to any supply by Snap are expressly excluded (unless such warranties cannot at law be excluded).

11. Risk

11.1 The risk in the goods passes to the customer at time of delivery if Snap delivers the goods to the customer’s premises. Otherwise, title passes at the time Snap notifies the customer that the goods are ready for collection.

11.2 Snap shall not be liable for insurance, freight or loss or damage to goods in transit incurred in delivery. 

11.3 Snap has no obligation to insure any property of the customer in Snap’s possession. The customer must pay the cost of any insurance arranged by Snap at the request of the customer.

11.4 If a customer leaves property in Snap’s possession without specific instructions as to what is to be done with it, Snap may, 12 months after gaining possession of the property, dispose of or sell the property and retain any proceeds of sale as compensation for holding and handling the property.

12. Liability

12.1 The parties acknowledge that, under applicable State and Commonwealth law, certain conditions and warranties may be implied in these Terms and Conditions and there are rights and remedies conferred on the customer in relation to the provision of Goods and of services which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”).

12.2 Snap disclaims all conditions and warranties expressed or implied, and all rights and remedies conferred on the customer, by statute, the common law, equity, trade, custom or usage or otherwise and all those conditions and warranties and all those rights and remedies are excluded other than any Non-excludable Rights,  To the extent permitted by law, the liability of Snap for a breach of a Non-excludable Right is limited, at Snap’s option, to supplying of the Goods and/or any services again or payment of the cost of having the Goods and/or any services supplied again.

12.3 Notwithstanding any other provision of these Terms and Conditions, Snap is in no circumstance (whatever the cause) liable in tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the customer for any increased costs or expenses; any loss of profit, revenue, business, contracts or anticipated savings; any loss or expenses resulting from a claim by a third party; or any special, indirect or consequential loss or damage of any nature whatsoever caused by Snap’s failure to complete or delay in completing the Order or to deliver the Goods and or supply the services.

12.4 Snap will not be liable to the customer for loss, howsoever caused, of any data stored on disks, tapes, compact disks or other media supplied by the customer to Snap or for any damage, loss or destruction of any property of the customer unless the loss or damage has been caused by the failure of Snap to exercise due care and skill in handling or storing such property.

12.5 Force Majeure. Snap will not be liable for any loss, damage or expense suffered or incurred by the customer where such loss is occasioned by any cause beyond Snap’s reasonable control, including and without limiting the generality of the foregoing by war, insurrection, terrorism, fires, floods, strikes, lockouts, delays in transport, breakdowns in machinery, the inability or failure of a supplier to supply necessary materials, or prohibitions or other action by any government or semi-government authority, or embargoes.

13. Claims

13.1 The customer must inspect goods or services supplied by Snap within 7 days from delivery or otherwise, within 7 days of notification that the goods are ready for collection.  Any claims against Snap must be in writing within such seven (7) days. No claims shall be made by the customer beyond this period.

14. Non Payment

14.1 Until the customer has paid all sums outstanding for the goods supplied, title and property in the goods shall not pass from Snap to the customer.

14.2  If the customer has not paid all sums outstanding in relation to the goods, the customer must forthwith return the goods to Snap if so directed by Snap.

15. Copyright

15.1 Copyright in all artistic and literary works authored by Snap shall remain the property of Snap unless there is a written agreement to the contrary.

15.2 The customer warrants to Snap, that the customer has copyright in or a licence to authorise Snap to reproduce all artistic and literary works supplied by the customer to Snap for the purpose of the Order. The Customer expressly authorises Snap to reproduce all and any of such works for the purposes of the Order.

15.3 The Customer indemnifies and agrees to keep Snap indemnified against all liability, losses or expenses incurred by Snap in any way directly or indirectly connected with any breach of copyright or of any rights in relation to copyright in materials supplied by the customer.

15.4 Conditional upon receipt of payment in full for the work performed by Snap, Snap grants to the customer a non-exclusive license to use the copyright in works created by Snap for the purposes of the Order.

16. Confidentiality

16.1 The customer must keep confidential and must not (without Snap’s written consent) use any ideas, systems or processes communicated or made available by Snap to the customer.

17. Electronic Media

17.1 All Discs, tapes, compact discs or other media (other than the media supplied by the customer) used by Snap to store data for the purposes of completing the Order are the property of Snap. The customer cannot require Snap to supply to the customer any such data. Snap may charge the customer for supplying such data where it chooses to supply such data to the customer.

17.2 Snap will not be liable for storing any data on discs, tapes, compact discs or other media when the Order has been completed. If Snap agrees to store such data, Snap may charge the customer to do so.

18. No Waiver

18.1 A power or right is not waived solely because the party entitled to exercise that power or right does not do so.  A single exercise of a power or right will not preclude any other or future exercise of that power or right or of any other power or right.  A power or right may only be waived in writing, signed by the party to be bound by the waiver.

19. Severability

Any provisions in these Terms and Conditions which is invalid or unenforceable in any jurisdiction must be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable.  If that provision cannot be read down then it is capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.

20. Governing law and jurisdiction

These Terms and Conditions are governed in law in force in the State or Territory in which Snap’s premises are located and the parties submit to the non-exclusive jurisdiction of the courts of that State or territory and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions.

21. Goods and Services Tax

21.1  The customer will be liable for any goods and services tax payable on the supply of goods and/or services by Snap to the customer.

22. Personal Property Securities Act

22.1 The customer acknowledges and agrees that:

a) these Terms and Conditions give rise to a security interest and constitute a security agreement for the purposes of the Personal Property Securities Act 2010; and
b) the security interest is taken in all Goods previously supplied by Snap to the customer (if any) and all Goods that will be supplied in the future by Snap to the customer during the continuance of the parties; relationship.

22.2 The customer 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 Snap may reasonably require to register a financing statement on the Personal Property Securities Register;
b) reimburse Snap for all expenses incurred in registering a financing statement or financing charge statement on the personal Property Security Register;
c) give Snap not less than 14 days’ prior written notice of any proposed change in the customer’s name and/or any other change in the customer’s details.

22.3 The customer waives any rights to receive notice of any verification statement issued under the Personal Properties Securities Act.

23. Snap Franchising Ltd not party and not liable

23.1 The customer acknowledges that Snap Franchising Limited is not a party to this agreement and will not be liable in any manner.

Snap Level 2 & Snap Direct Terms and Conditions

These Terms and Conditions apply to all Proposals issued by the relevant Snap Franchisee and do not bind Snap Franchising Limited in any manner whatsoever.

In these terms,

"Client" means any person, corporation or other legal entity who orders any goods or service offered and supplied by Snap.

"Completion" means completion of the Project to the reasonable satisfaction of the Client, but does not include the provision of Client content unless otherwise specifically stated in the Proposal.

"Invoice" means Tax Invoice payable for Services Client.

"Project" means the Services to be supplied or undertaken by Snap as detailed in any relevant Proposal and any variation to the Proposal as agreed from time to time.

"Proposal" means a written quotation for the Services to be provided to the Client by Snap.

"Services" includes all relevant materials and any branding and design services, copywriting, website design and development, shopping carts, search engine optimisation, email marketing, video production and streaming, e-publications, one to one marketing, or any other service offered to and supplied from time to time to the Client by Snap, as detailed in any Proposal.

"Snap" means the relevant Snap Franchisee who has issued the Proposal and or performs the Project.

"Snap's Terms and Conditions" means the terms and conditions applicable to the supply of print work material as set out on this page in the Snap Print & Design Terms of Trade.

1. Proposal – and creation of Contract

1.1 No contract shall arise between Snap and the Client unless and until the following occurs:

1.1.1 Snap has provided a written Proposal to the Client based on the brief and or instructions provided by the Client;

1.1.2 The Client accepts the Proposal by executing and returning  the Proposal to Snap and pays to Snap the upfront  fees detailed  in the Proposal prior to the expiration of the term of the Proposal (see clause 1.2 below);

1.2 Proposals are valid and may be accepted within 14 days from their date, and are based on Snap’s initial assessment of the costs of material, labour, and other applicable costs at the date of the Proposal. Any purported acceptance of a Proposal after such 14 day period is subject to Snap’s right to reconsider any term or condition of the Proposal (including the re-pricing of the Proposal).
 
1.3 If between the date of the Proposal and the date of Completion of the Project, the price of labour or materials increases, Snap reserves the right to vary the fees payable for the Project to reasonably reflect such increased costs. Snap will advise the Client of any such proposed increases and the Client will have the right to cancel (by notice in writing to Snap) the future performance of the Project, subject to payment of all fees for work performed by Snap up to the date of such cancellation.  

1.4 Unless otherwise specified in the Proposal, print work which is to be supplied by Snap as part of the Project will be subject to Snap's Terms and Conditions. 

2.  Agency arrangements etc

2.1 If the Client contracts Snap on behalf of any other person i.e. other than for the Client personally, the Client warrants that they are authorised to enter into a contract on behalf of such person and that the Client will be liable for all fees irrespective of whether or not the details of such other person are disclosed to Snap.

2.2 If Snap is contracted to work on a Proposal for a customer of the Client, Snap will have no duty or responsibility to such customer and will not be contractually bound to such customer. 

2.3 The Client agrees to indemnify Snap against any claim (of any nature)  by any customer of the Client  which arises as a direct or indirect consequence of the customers use, or inability or unwillingness to use, the material delivered by Snap to the Client.

3. Our Process and the Client brief

3.1 At Snap we pride our ability to deliver quality work in a time- and cost-effective manner. Fundamental to our process is the completeness of scope of the Client brief. To be able to provide Services and to deliver a Project on time and within the parameters of a Proposal, all supporting documentation and information must be provided to Snap before the issue of any Proposal and before Snap commences work.

3.2 On the valid acceptance of a Proposal, Snap will, where applicable, confirm the proposed process, timeline and delivery date for the performance of the Project.

4. Our Fees

4.1 Snap's quotations are based either on an hourly rate or on a Project basis. On occasion where requested by a Client, Snap may consider a retainer arrangement. 

4.2 Goods and Services Tax will be charged in addition to standard and quoted fees and will be itemised in our Invoices.

4.3 Snap's initial consultation is provided free of charge.
 
4.4 Emergency turnaround requirements of less than 48 hours, and out of business hour requirements will attract a premium, which will be negotiated and agreed with the Client.

5. Payment Terms

5.1 Invoices will be COD unless prior credit arrangements have been agreed with Snap.

5.2 Any credit arrangements will require Snap's Account Application form to be completed and approved by Snap. Any credit provided to a Client must be paid in full within 30 days from the date of the Invoice. 

5.3 The Client will be liable for any Goods and Services Tax on the fees for the Services.

5.4 Any deposit specified in the Proposal, must be paid by the Client on the date of acceptance of any Proposal and in any event before commencement of the Project. The amount of deposit will vary with the Services to be provided.

5.5 Deposits reflect Snap's reasonable estimate of costs incurred to the date of payment of the Deposit and are non-refundable. 

5.6 Snap will issue Invoices at Completion of the Project, or if the Project is lengthy, Snap may at its discretion issue interim Invoices on either a monthly basis or such lesser period by reference to the work performed to that date in accordance with the fee schedule included in the Proposal, or if no fee schedule is specified, as reasonably calculated by Snap by reference to the amount of work performed.

5.7 If an Invoice is not paid when due, Snap may cease any further work on the Project until all outstanding Invoices have been paid.

6. Late Payment

6.1 Snap may at its option charge interest on amounts not paid when due. Such interest is to be calculated on a daily basis from the date any such amount should have been paid until the date of payment. Such interest will be payable at a rate equal to that charged by the Commonwealth Bank of Australia on overdrafts not exceeding $100,000, plus 3%. Such charge represents Snap’s genuine assessment of the liquidated damages which Snap will suffer as a result of the Client’s delay in making payment.

6.2 The Client must pay to Snap all debt collection and legal costs (on an indemnity basis) which are incurred by Snap in recovering monies due by the Client to Snap.

7. Liability

7.1 To the fullest extent permitted by law, except as provided herein or under the Australian Consumer Law, Snap shall not be liable to the Client in contract or tort for any loss or damage or for consequential loss or damage of any kind arising out of the supply of the Services, or arising out of Snap’s negligence, or in any way whatsoever.

7.2 Except as otherwise provided in the Australian Consumer Law, any advice, recommendation, information, assistance or service given by Snap in relation to the Services provided by Snap or their use or application is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty of accuracy, appropriateness or reliability. Snap does not accept any liability or responsibility for any loss suffered as a result of the Client’s reliance on such advice, recommendation, information, assistance or service.

7.3 Snap acknowledges liability for the guarantees in relation to the supply of goods and services prescribed by the Australian Consumer Law provided that to the extent permitted by the Australian Consumer law, the liability for any failure to comply with such guarantees is hereby limited to:

7.3.1 In the case of goods, any one or more of the following:

7.3.1.1 The replacement of the goods or the supply of equivalent goods;
7.3.1.2 The repair of the goods;
7.3.1.3 The payment of the cost of replacing the goods or of acquiring equivalent goods;
7.3.1.4 The payment of the cost of having the goods repaired; or

7.3.2 In the case of services:

7.3.2.1 The supplying of the services again; or
7.3.2.2 The payment of the cost of having the services supplied again.

7.4 Except as otherwise provided in the Australian Consumer Law, Snap will not be liable to the Client for loss, howsoever caused, of any Client property supplied to Snap or for any damage, loss or destruction of any Client property unless the loss or damage has been caused by the failure of Snap to exercise due care and skill in handling or storing such property.

8. Cancellation and Postponement

8.1 Except as set out in clause 8.2, if a Project is terminated or postponed (for a period of up to 30 days) by the Client prior to Completion (subject to paragraph 8.2), Snap shall be entitled to be compensated for hours worked on the said Project to the date of termination or postponement, including the costs of any materials, incidentals and third party contractors. 

8.2 If the Project comprises in whole or in part any website development, then once the design work for a website has been signed off by the Client and website build has commenced, such website development component of the Project cannot be cancelled and the total cost of such website development  must be paid for in full.
 
8.3 Except as otherwise provided in the Australian Consumer Law, the Client agrees that Snap is not liable for any loss of income or for any indirect or consequential costs or damages suffered by the Client or by any third party as a result of any delay that has been caused to the Client’s business or to the business of any third party due to the cancellation or postponement of any Project.

9. Third Party contractors

9.1 Snap, may as agent for the Client directly or indirectly engage the services of another contractor ("Third Party Contractor") to carry out all or part of the Project. Snap shall pay the charges of Third Party Contractors on the Client’s behalf and recharge them under the Project fees.

9.2 Snap will take all reasonable care in selecting and instructing a Third Party Contractor. While reasonable care will be taken, Snap has no control over the activities of a Third Party Contractor and therefore, except as otherwise provided in the Australian Consumer law, accepts no responsibility for the services provided to the Client by any such Third Party Contractor or for any errors or omissions in its services or products.  Any claim by the Client in relation to such services must be made directly against the Third Party Contractor.

10. Copyright and Trademarks

10.1 Copyright in all work produced by Snap shall remain the property of Snap unless otherwise agreed in writing.

10.2 All Services provided by Snap may only be used for lawful and ethical purposes. This includes, but is not limited to copyrighted material. Snap is not required to perform any Services it considers to be unethical, objectionable, threatening, obscene or pornographic. 

10.3 The Client warrants to Snap that the Client has copyright in, or a license to authorise Snap to reproduce all materials supplied by the Client to Snap for the purpose of the Project. The Client expressly authorises Snap to reproduce all and any of such works for the purposes of the Project. Refer to clause 14.4 for websites.

10.4 The Client warrants it has the right to use applicable trademarks which may be incorporated in any Project.

10.5 The Client indemnifies and agrees to keep Snap indemnified against all liability, losses or expenses incurred by Snap in any way directly or indirectly connected with any breach of copyright and trademarks or any third party in relation to any materials supplied by the Client for the purpose of the Project. 

10.6 Conditional upon receipt of payment in full for the work performed by Snap, Snap grants to the Client a non-exclusive license to use Snap’s copyright in works created by Snap for the purposes of the Project only, but for no other purposes.

11. Confidentiality

11.1 The Client must keep confidential and must not (without Snap's written consent) use any ideas, systems or processes, intellectual property communicated or made available by Snap to the Client. Similarly Snap agrees to maintain the confidentiality of the Client in all confidential materials supplied by the Client to Snap for the purpose of the Project.

12. Final Proofs

12.1 Final proofs will be presented by Snap to the Client for approval prior to Completion of work which forms part of the Project.

12.2 When the Client executes Snap's proof approval document, he/she is assumed by Snap to have reviewed all aspects of the material presented and to be satisfied with them, and to have noted any exceptions in writing.
 
13. Title

13.1 Ownership of the physical materials contained in any Project delivered to the Client under any contract between Snap and the Client, shall not pass to the Client until payment in full of all Invoices and sums due to Snap under such contract has been made to Snap.

13.2 The risk of damage to or destruction of any item delivered by Snap to the Client shall pass to the Client upon delivery, notwithstanding that ownership of the item has not then passed, and the Client shall ensure that such item is adequately insured from time of delivery.

14. Websites

14.1 The Client expressly agrees that the use of websites which form part of any Project is at the Client's sole risk. Except as otherwise provided in the Australian Consumer Law, neither Snap, nor its employees, affiliates, agents, third party information providers, contractors, merchants or licensors warrant that the website and any scripts or programs are entirely free of errors or defects or will not be interrupted.

14.2 The website, scripts, graphics or any other programming code created for the Client which form part of such website remain the property of Snap until all outstanding Invoices are paid in full.

14.3 Any scripts, CGI applications, PHP scripts, or software (unless specifically agreed) produced for the Client shall remain (subject to any third party licenses), the copyright of Snap and may only be commercially reproduced or resold with the permission of Snap.

14.4 Snap will not take responsibility for any copyright or intellectual property infringements caused by materials submitted by the Client. Snap reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.  Any additions to the website will be carried out at the discretion of Snap. If there is no charge made by Snap for such additions then except as provided in the Australian Consumer Law Snap accepts no responsibility to ensure that such additions are error free and reserves the right to charge an amount for any correction to such additions or in relation to any other additions.

14.5 The Client agrees to make available to Snap as soon as is reasonably possible, all materials required to complete the website to the agreed standard and within the timetable set out in the Proposal.

14.6 Snap will not be liable:

14.6.1 for costs incurred, compensation or loss of earnings due to the failure to meet agreed timetables; or

14.6.2 become involved in any disputes between the website owner and the Client and cannot be held responsible for any wrongdoing on the part of a site owner; or

14.6.3 for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the Client or any of the Clients appointed agents; or

14.6.4 any costs incurred; or any direct, indirect, incidental, special or consequential damages that result from the use or inability to use the website, or that results from, viruses,  mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation, or destruction of its servers, software or any material provided by its agents; or

14.6.5 for third party web hosting arrangements (which the Client directly contracts with).

15. Force Majeure

15.1 Snap will not be liable for any loss, damage or expense suffered or incurred by the Client where such loss is occasioned by any cause beyond Snap's reasonable control, including and without limiting the generality of the foregoing, by war, insurrection, terrorism, fires, floods, strikes, lockouts, delays in transport, breakdowns in machinery, the inability or failure of a supplier to supply necessary materials, or prohibitions or other action by any government or semi-government authority, or embargoes.
 
16. Immediate Termination

16.1 In the event that:

16.1.1 the Client becomes insolvent (within the meaning of the Corporations  Act 2001) or  makes any voluntary arrangement with its creditors, or
16.1.2 a petition is presented or a resolution is passed to wind up the Client (other than for the purposes of reconstruction or amalgamation as a solvent company), or
16.1.3 a receiver or other external Administrator is appointed over the whole or any part of the assets of the Client, or
16.1.4 the Client shall otherwise cease trading, or
16.1.5 any distress, writ of execution or other process is levied or enforced against any property of the Client

then in any such event Snap shall (without prejudice to any other right or remedy available to it) be entitled to cancel any contract between itself and the Client or suspend any further deliveries of the Project or Services without any liability to the Client and if any materials or Services have been delivered or supplied but not paid for, the price of such materials and Services shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

17. Changes to Terms and Conditions

17.1 These Terms and Conditions may be amended at any time without specific notice to the Client. Accordingly the Terms and Conditions which apply to any Proposal will be those current at the date of the Proposal.

18. Snap Franchising Ltd not party and not liable

18.1 The Client acknowledges that Snap Franchising Limited is not a party to this agreement and will not be liable in any manner for any of the obligations assumed by Snap under these Terms and Conditions.