Terms of service
TERMS & CONDITIONS OF BUSINESS
“The Business” means Russell Turner, trading as RWT Creative. of 4 Churchfields, Rode Somerset. BA11 6QP.
“The Client” means the Person(s)/Company accepting costs, estimates or engaging with the business.
1. PRICE VARIATION
The estimated price is calculated by reference to the current costs of production and the information provided by the Client. The price may be subject to amendment for a number of reasons including without limitation a rise or fall in production costs, alterations to the design specifications by the Client, or the Business requiring further briefing.
Any VAT or other duties or taxes payable in respect of the price shall be payable in addition to the price.
2. ACCEPTANCE
Estimates may be accepted by the Client either verbally or in writing. A verbal acceptance by the Client should be followed by immediate written confirmation. Such acceptance shall be taken by the Business as authority to commence the work for which the estimate is given.
3. COMMISSIONING
The Client must approve all preliminary stages of the work. The Client will be liable to meet any increased costs arising from alterations or corrections made by the Client after such approval has been given.
4. WORK SUSPENDED, DELAYED AND/OR TERMINATED
Should work be suspended or delayed through no fault of the Business for a period of 30 days or more the Business shall be entitled to charge for costs incurred on an interim basis including without limitation for materials specially ordered for the Client.
Should the Client decide to terminate the contract, or fail to instruct the Business to recommence the work within a period of 60 days since the work was first suspended or delayed, or suffer an Insolvency Event as hereafter defined, all of the Business’s costs in connection with such work shall be payable immediately and shall include such sum as the Business considers reasonable in respect of the Business’s loss of profit in connection with the cancellation of the contract.
For the purposes of this Clause 4 an Insolvency Event includes any of the following, namely:-
4.1 the Client being adjudicated bankrupt; or
4.2 the Client (being a company) entering into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent company); or
4.3 a receiver being appointed of the Client’s undertaking; or
4.4 the Client entering into an arrangement or composition for the benefit of the Client’s creditors.
5. DELIVERY
On completion, work shall be delivered to the Client’s address as notified to the Business. An extra charge may be made for delivery to a different address. Where the Client requests expedited delivery an extra charge may be made in respect of any additional costs incurred.
6. INVOICING
Except in accordance with Clause 4 above, the Business will submit an invoice to the Client on completion of the work for settlement within 30 days unless otherwise agreed by the Business in writing. The Business reserves the right to charge interest on late payments at a rate of 2% per annum above the base rate of Lloyds Bank plc for the time being in force.
7. RETENTION OF TITLE
Any work delivered by the Business to the Client shall remain the sole and absolute property of the Business as legal and equitable owner until such time as all money due to the Business has been paid by the Client but shall be at the Client’s risk from the time of delivery.
8. CLAIMS
Advice of damage to or loss of goods in transit or of late delivery or non-delivery must be given to the Business in writing within a reasonable period of the date of despatch.
The Business shall not accept liability for any loss incurred by the Client as a result of such damage, loss, late delivery or non-delivery save where it is attributable to the negligent act or default of the Business its agents or employees.
9. INTELLECTUAL PROPERTY
9.1 All visuals, artwork (including works supplied on disk), photographs, or other materials supplied by the Business to the Client, whether forming part of the contract or not (“the Documents”), shall remain the exclusive property of the Business (unless supplied by the Client).
9.2 Copyright and all other intellectual property rights in all the Documents, and in any work executed from those Documents shall remain the property of the Business. The Client shall be entitled to reproduce the Documents solely for the purposes agreed in writing between the Business and the Client.
9.3 The Business at its own expense, will defend or cause to be defended, or, at its option, settle any claim or action brought against the Client on the issue of infringement of any copyright or other intellectual property right by the Documents. Such to the other conditions of this clause, the Business will pay any final Judgement entered against the Client with respect to any such claim, provided that the Client:
(i) Notifies the Business in writing of the claim immediately on becoming aware of it, and
(ii) Grants sole control of the defence of the claim to the Business, and
(iii) Gives the Business complete and accurate information and full assistance to enable the Business to settle or defend the claim.
If any part of the Documents becomes the subject of any claim or if a Court Judgement is made that the Documents do infringe, or if the use or licensing of any part of the Documents is restricted, the Business at its option and expense may:
(i) Obtain for the Client the right under the copyright to continue to use the Documents
(ii) Replace or modify the Documents so that they become non-infringing, or
(iii) If the use of the Documents is prevented by permanent injunction, accept the return of such Documents as are affected and refund an amount equal to the sum paid by the Client for such Documents.
The Business will have no liability under this clause for any infringement arising from:
(i) The combination of the Documents with other products not supplied by the Business, or
(ii) The modification of the Documents unless the modification was made or approved expressly by the Business.
The Business will not be liable for any costs or expenses incurred by the Client without the Business’s authorisation and the foregoing states the exclusive remedy of the Client in respect of any copyright infringement by the Documents.
10. CLIENTS PROPERTY
All property supplied to the Business by or on behalf of the Client shall while it remains in the possession of the Business or in transit to or from the Client be deemed to be at the Client’s risk and the Client should insure such property accordingly.
11. GENERAL LIEN
The Business has a general lien over the Client’s property in its possession for all claims and money owing by the Client to the Business until payment has been received in full.
12. MATERIALS SUPPLIED BY CLIENT
The Business will advise the Client whenever materials including bromides and photographs supplied by the Client are in the opinion of the Business unsuitable for reproduction. The Business will not accept responsibility for imperfections in the work resulting from the use of such materials where the Business has so advised the Client. An extra charge will be made in respect of any additional work required as a result of the use of such materials.
13. VARIATIONS IN QUANTITY
The Business will make every endeavour to deliver the correct quantity of work required by the Client. Printers estimates are conditional upon margins of 5% in one colour work and 10% for other work for overs or shortage.
14. ILLEGAL MATTER
The Business shall not be obliged to reproduce any matter which in the opinion of the Business may be of an illegal immoral or libellous nature or may infringe the proprietary or other rights of any third party. The Client shall indemnify the Business from and against all costs claims proceedings expenses and demands arising out of the reproduction by the Business of any such matter to include without limitation any legal costs incurred in connection with the settlement of any third party claim.
15. FORCE MAJEURE
The Business shall not be liable for any failure or delay in the performance of its obligations to the extent that such failure arises from any circumstances beyond the reasonable control of the Business including without limitation national emergency, war, prohibitive governmental regulation, breakdown of or accident to machinery or other facilities or non-availability of materials. In such circumstances the Client may elect by written notice to the Business to cancel the contract whereupon payments due to and costs incurred by the Business shall be payable immediately. Where no such election is made the Client shall accept delivery from the Business as and when it is made.
16. LAW
These terms and conditions shall be governed in accordance with the laws of England.