1. Definitions

The following Terms and Conditions document is a legal agreement between Heppleston Ltd (CodeSky Media), hereafter “the Developer”, and “the Client” for the purposes of website design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

The Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, Javascript, PHP, Drupal, WordPress and other related computer programming languages.

2. Acceptance of Work

Quotations are valid for 30 days from date of issue.

When the Client places an order to purchase a website or website updates from the Developer, the order represents an offer to the Developer to purchase the website or website updates. No contract for the supply of services exists between Client and Developer until the Developer sends an invoice to the Client for payment. The invoice equals acceptance by the Developer (or third party supplier) of the Client’s offer to purchase services from the Developer and this acceptance of work is a valid contract between Client and Developer regardless of whether the Client receives the invoice.

Any other services on the order that have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.

The Developer is liable to withdraw the from contract at any time prior to acceptance.

Additional work requested by the Client that is not specified in the agreed quotation is subject to an additional quotation by the Developer on receipt of specification. If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project.

If a functional specification and a set of testing criteria is included within the quotation, the Developer is responsible for fulfilling the testing criteria as the sole criteria for completion of the contract.

The Client agrees that the standard development platform (Dependant on client requirement) is an agreeable platform for development of the website and all acceptance testing will occur only on the standard development platform. The Client further agrees that any requests relating to hardware or software outside the standard development platform will be deemed additional work.

The Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or website work as part of an agreed project.

Any work is subject to a minimum charge of £35.

3. Permission and Copyright

Copyright of the completed web designs, images, pages, code and source files created by the Developer for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the Developer.

These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer.

The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer.

The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.

The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends. If the Developer designs a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s website. If the Developer builds or amends a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s web page, which may be within the code but not displayed on a web browser if requested by the Client.

The Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work.

The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.

4. Material

The Developer reserves the right to refuse to handle:

  1. Any media that is unlawful or inappropriate.
  2. Any media that contains a virus or hostile program.
  3. Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
  4. Any media that constitutes a criminal offence, or infringes privacy or copyright.

5. Domain names and Hosting

The Developer can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third party service.

The Client agrees that registration of a domain name does not provide endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. The Developer holds no liability and the Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s registration of a domain name.

The domain name is registered in the Client’s own name, with the address and contact details of the Developer. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.

The Client agrees to take all legal responsibility for use of third party domain name and hosting services and supply truthful details to the third party services.

The Client agrees that information submitted for registration of domain names is then available to the general public via the Nominet Whois system. However, Clients who are using their website for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Whois system.

The Client is liable to pay the Developer for any domain name registrations and the initial set-up of the hosting if included as part of the website build.

Any support relating to the domain name, hosting and email services is between the Client and the third party service.

Any other domain name and hosting services or costs not included by the Developer, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by the Client to the third party services.

The Client agrees to pay the domain name and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be made between the Client and third party service.

The Client agrees that if at any time their contact details, including email address, change, it is their responsibility to contact the third party and update their contact details. Failure to do so may mean that renewal invoices for the domain name and hosting services are not received by the Client.

Payment for domain name and hosting services is to be made immediately on receipt of an invoice from the third party service. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and/or the website and email services becoming unavailable.

The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account that the Developer requires to upload the website if required as part of a project.

The Developer reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.
The Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.

The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.

6. Projects

The Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by Internet browser software. The Developer agrees to try to match the design as closely as is possible when building the code.

During a website project it is important that the Client communicates information to the Developer to achieve the required result.

The Client agrees they are permitted a maximum of 4 hours of alteration on projects of £3000, with an additional 1 hour of alteration available per whole £1500 of cost after that, unless quoted otherwise. All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, the Developer reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design, the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Developer reserves the right to quote separately for these alterations.

If optimised pages are included as part of the project, the Developer will optimise the Client’s web pages that already make up part of the project. Optimised pages is not creation of new pages. The optimisation of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client.

The Developer endeavours to create pages that are accessible to search engines. However, the Developer gives no guarantee that the site will become listed with search engines.

If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution.

The Developer at all times applies reasonable skill and care in provision of services.
On request, the Developer can create a copy of the website on one CD to be posted to the Client on project completion. A small charge will be made to cover the cost of this, unless quoted otherwise.

Once the project is completed, the Developer will upload the website to the Client’s live web address if included as part of a project.

After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the website.

The Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

The Developer will keep a copy of the site and design source files when a website project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.

All communications between Developer and Client shall be by telephone, email, Skype or postal mail, except where agreed at the Developer’s discretion.

7. Accessibility & Web Standards

The Developer tests sites and templates to ensure they comply with WAI accessibility standards to Level A conformance at time of sale. Should the Client request that the Developer alter the site or templates to meet specific WAI accessibility guidelines, or if updated WAI accessibility guidelines were introduced after the site or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed. If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet WAI accessibility standards to Level A conformance.

The Developer tests sites and templates to ensure they comply with W3C CSS standards as they are at time of sale. Should updated W3C CSS guidelines be introduced after the site or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed. If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet W3C CSS standards.

The Developer tests sites and templates to ensure they comply with W3C HTML standards as they are at time of sale. Should updated W3C HTML guidelines be introduced after the site or templates were sold to the Client, the Developer reserves the right to quote separately for any additional work needed.  If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet W3C HTML standards.

The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.

The Client agrees that, following handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, the Developer reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.

The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.

8. Payment Terms

Prices are subject to change without notice.

All quoted prices are exempt of VAT.

All invoices must be paid in full within 28 days of the invoice date, except where agreed at the Developer’s own discretion.

The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

The Developer reserves the right to remove its work for the Client from the Internet if payments are not received.

9. Liability and Warranty Disclaimer

The Developer provides their website and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their Drupal software as Drupal is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Drupal Development community via drupal.org.

The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their WordPress software as WordPress is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Drupal Development community via wordpress.org.

The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their Joomla software as Joomla is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Joomla Development community via joomla.org.
The Developer endeavours to provide a website within given delivery time scales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale.

The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from Developer to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If, after handover of files, errors are found in code the Developer has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the Developer can correct these errors for the Client free of charge for a period of 3 months, after acceptance of the work. After the 3-month period, the Developer reserves the right to quote separately for any work involved in correcting an error.

If, after handover of files, errors are found in code the Developer has created and the standard development platform, or the domain name set-up or hosting set-up have been changed, the Developer can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed.

The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the Developer has been advised of the possibility of such damages.

There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.

The Developer may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. Indemnification

The Client agrees to use all Developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the Developer or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties.

The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

The Client also agrees to indemnify, hold harmless and defend, the Developer against any liabilities arising out of injury to property or person caused by any any product or service sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.

11. Nondisclosure

The Developer and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Developer to another party, unless directed by the Developer.

12. Privacy Policy

The Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998. This infomation will also be used  to identify the Client in communications with them and to contact the Client from time to time to offer them services or products that may be of interest to or benefit the Client.

13. Interpretation

The Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

The Developer reserves the right to alter these Terms and Conditions at any time without prior notice. The latest Terms and Conditions can be found at the Developer’s website at terms-and-conditions.

14. Statutory Rights

These Terms and Conditions do not affect your statutory rights as a consumer.

1. Definitions

The following Terms and Conditions document is a legal agreement between Heppleston Ltd (CodeSky Media), hereafter “the Supplier”, and “the Client” for the purposes of web hosting. These Terms and Conditions set forth the provisions under which the client may use the services supplied.

2. Supplier’s Responsibilities

The Supplier is responsible for providing the client with the following:

  1. Webspace capable of hosting their site for reasonable usage as detailed in the Hosting Agreement.
  2. Technical support as defined under the Hosting Level document. If undefined, all hosting will be at the Basic hosting level.

2a. Exclusions from the Service

The following are specifically excluded from the service:

  1. The cost of domain name registration is specifically excluded from the cost of the service.
  2. Any access by the client to the client’s webspace via FTP or means other than a standards-compliant HTML web browser.
  3. Advice or support to enquiries received from unauthorised users.
  4. Advice or support to enquiries outside the Hosting Level document.
  5. Adult content.
  6. Spam.
  7. Bulk distribution of email exceeding 50 recipients.
  8. Any content in contravention of any UK or international law.

3. Client’s Responsibilities

  1. The client is responsible for ensuring that they will not display via the webspace any materials that:
    1. Break, contravene, infringe or violate any UK or foreign laws or regulations.
    2. Break, contravene, infringe or violate any intellectual property rights of the
    3. Supplier or any other third party.
    4. Are defamatory, slanderous or libellous.
    5. Are harassing or threatening.
    6. Are discriminatory based on gender, race or age, or that promote hate.
    7. Contain viruses or other computer programming defects that result in damage to the Supplier or any third party.
  2. The Client accepts that they may only utilise the bandwidth allocated to them in the relevant Hosting Package. Additional fees will be charged for exceeding the relevant bandwidth allowance on the selected Hosting Package.
  3. The Client accepts that they will use only properly licensed third party software in relation to the service.
  4. The Client acknowledges that backups and site maintenance remain their responsibility and are not written or implied in this contract.
  5. The Client acknowledges that while Spiral will provide a good level of service, no guarantees of uptime are made within this document.

4. Contact with the Supplier

The Client acknowledges and recognises that all contact with the Supplier in the first instance should be made via email to support@codesky.co.uk or to the company number (0800 699 0037). No other method of contact will be available. Terms of contact are defined in the Hosting Level document.

5. Fees

The Service Charge shall be as agreed in the Hosting Agreement. Any changes to the value of the Service Charge shall be notified by email to the Client and shall take effect from 30 days of this notification.

The Service Charge does not include the Domain Name Registration Fee.

The Yearly Fee for the service shall be paid by the Client in advance of the applicable Service Year. The Supplier reserves the right to refuse service to the Client should the Yearly Fee not be paid in advance of the Service Year. In such instances, if a Client’s account is suspended there shall be a £75 reactivation charge, which can only be waived at the Supplier’s sole discretion.

No refunds shall be provided at any time for cancellation of services.

6. Permission and Copyright

The Client hereby agrees that all media and content on the site are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Supplier from any claim or suit that may arise as a result of using the supplied media and content.

7. Indemnification

The Client agrees to use all the Supplier services and facilities at their own risk and agrees to defend, indemnify, save and hold the Supplier harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the Supplier or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

The Client also agrees to defend, indemnify and hold harmless the Supplier against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which are harmful to any person, business, company or organisation.

If the Client is registering the service on behalf of a third party, the Client hereby confirms
that they have received their prior written consent to do so and their agreement to these terms and conditions. The Client hereby indemnifies the Supplier against any actions or legal proceedings from any third parties relating to any such registrations.

The Client agrees to indemnify the Supplier and employees and directors against any action arising from action on the part of Authorised or Unauthorised Users of the service.

8. Nondisclosure

This agreement authorises the Supplier to use any information provided to them as required for the purpose of providing the service. The Client hereby irrevocably waives any and all claims and causes of action that the Client may have arising from such disclosure or use of the service registration information. The Supplier agrees that any information received from the Client will not be used in any way except for the purposes stated in this agreement. The Supplier will take reasonable precautions to ensure that any information provided by the Client is protected against loss, misuse, unauthorised access or disclosure, alteration or destruction.

The Supplier and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about the Supplier to another party.

9. Privacy Policy

The Supplier and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes:

  1. To identify the Client in communications with them.
  2. To contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

10. Limitation of Liability

The Client agrees that the Supplier shall, under no circumstances, be liable for any damages resulting from loss of profits or data arising out of or in connection with this Agreement. In particular the Supplier will not be liable for the following:

  • Interruption of the Client’s business.
  • Events beyond the reasonable control of the Supplier.

The Supplier’s maximum aggregate liability shall not exceed the greater of:

  1. The total amount paid by the Client for the Annual Fee.
  2. £250.00 (UK Pounds).

11. Breach and Revocation

The Supplier reserves the right to suspend, cancel or refuse delivery of the service to any Client in the event that:

  1. The Client materially breaches this Agreement.
  2. The Client provides false or inaccurate information.
  3. The Client has outstanding monies owed to Spiral Communications Ltd for greater than 60 days without prior agreement.

12. Force Majeure

The Supplier shall not be liable for any delay or failure in performance of its obligations under this Agreement which is due to or results from any acts, events, omissions, happenings or non happenings beyond its reasonable control, including acts of God, strike, work stoppages, governmental regulations, acts or directives, war, riot, fire, flood, civil commotion, equipment or facilities shortages or delays which are experienced by providers of Internet services generally, or any circumstances beyond its reasonable control.

13. Termination

Termination may be made by either the Supplier or the Client with 30 calendar days’ notice. Such notice must be in writing or in the form of an email.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United
Kingdom.

15. Statuatory Rights

These Terms and Conditions do not affect your statutory rights as a consumer.

16. Changing Terms & Conditions

The Supplier has the permission to make any modifications to the Terms and Conditions at any time. Changes also count for agreements that have already been made, with observance of a term of 30 days after disclosure by writing or email of the changes that have been made.

If the Client does not wish to agree on the changes in the Supplier’s Terms and Conditions, he can cancel the agreement until the date that the new Terms and Conditions apply, until this date or on the date of receiving the cancellation, if this applies after the commencing date.

The following Terms and Conditions of Business shall govern all transactions with Heppleston Ltd (CodeSky Media) (hereinafter called “the Seller”) except as otherwise specifically agreed in writing. Where there is any inconsistency between these Terms and Conditions and any Terms and Conditions which the Buyer seeks to impose, these Terms and Conditions shall prevail.

1. Acceptance of Orders

  1. The placing of an order with the Seller (though based on the Seller’s quotation or estimate) shall not constitute a contract, and the Seller reserves the right to accept or reject any order placed at the Seller’s absolute discretion. Telephone orders must be confirmed by the Buyer in writing and clearly marked “Confirmation Order”
  2. An order once accepted expressly or by commencement of work cannot be cancelled except by mutual agreement.
  3. The description and quantity of the Goods/Services to be sold (“the Goods”) shall be as set out in the quotation provided by the Seller to the Buyer (“the Quotation”).

2. Prices

  1. Prices, which are subject to VAT, are based upon the labour rates and materials and other overhead costs prevailing at the date of the Seller’s quotation or estimate and are subject to revision;
    1. in the event of any increase in such overhead costs prior to the date of delivery to the Buyer;
    2. if expedified delivery is agreed and overtime or other additional cost is incurred;
    3. if reworking is required arising from a change in the Buyer’s instructions, including changes in style or construction.
  2. The price (exclusive of VAT) for the Goods/Services (“the Price”) shall be the quoted price of the Seller and payment of the Price shall be made by the Buyer within 28 days of the date (“the Due Date”) of the invoice for the Goods/Services.
  3. Invoices are due and payable in full by the payment date clearly shown. The Buyer agrees to make known in writing to the Seller any comments, complaints or other lawful objections which may delay the payment of the invoice by the Due Date shown.
  4. Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Seller. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.

3. Delivery

  1. Delivery of work shall be accepted by the Buyer when tendered or dispatched to the Buyer and thereupon or on notification that the work has been completed (if sooner).
  2. Should work be suspended at the request of, or delayed through any default of the Buyer, for a period of 7 days the Seller shall then be entitled to payment for work already carried out and materials specially ordered.
  3. Where contracts provide for deferred deliveries such deliveries shall be accepted as specified in the contract (or as soon thereafter as ready). In the event of failure to accept the delivery the balance remaining  undelivered shall be invoiced (payment for such balance immediately thereupon becoming due) the goods being held at the Buyer’s risk.
  4. Any failure or defect in any one delivery shall not entitle the Buyer to cancel the contract as to remaining deliveries.
  5. Whilst every effort will be made by the Seller to effect delivery in accordance with pre-arranged dates, no guarantees as to dates of delivery by the Seller is to be implied and the Seller will not accept liability for any loss or damage occasioned by delay in delivery however caused.
  6. Any Goods, delivered by third parties/couriers should be examined on receipt by the Buyer and any obvious damage should be noted on their delivery note, and immediately advised to the Seller. The Seller accepts no liability where the Goods are accepted as in good condition despite obvious damage to the contents or external packaging.

4. Acceptance

The Seller must be advised in writing by recorded delivery of any defects in the Goods as soon as they are discovered by the Buyer who shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter.

5. Terms

All credit accounts are strictly net and payable 28 days from the date of the invoice. Where payment has not been made within the agreed terms of credit, interest will be charged per month on all outstanding amounts at 4% above Yorkshire Bank plc base rate. Interest shall accrue both before and after any court judgement on the unpaid portion of the Price. If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages.

6. General Lien

Without prejudice to other remedies, the Seller shall in respect of all unpaid debts due from the Buyer have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property as he thinks fit and to apply any proceeds towards such debts.

7. Title and Risk

The Goods shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title of the Goods shall not pass to the Buyer until the Seller has received Payment of all sums owing from the Buyer failing which the Seller shall have the right to repossess or otherwise recover the Goods. Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the Goods of the Seller. Should the Buyer be under a limited or public liability then both the company and its directors shall be bailee’s both jointly and severally.

8. Material, Products and Liability

  1. Any artwork, transparencies and other materials supplied by the Buyer and completed work which has become the property of the Buyer will be handled with care. Nevertheless, all such work and materials will be held by the Seller and dispatched to the Buyer at the Buyer’s risk subject to the following limited liability:-
    1. The Seller will replace, repair or pay compensation for (at the Seller’s option) any goods or materials lost or damaged by the Seller’s negligence provided the cost thereof does not exceed £100 in respect of any single order.
    2. The Seller will replace free of charge any work which, after examination by the Seller, is found to be defective provided the Buyer has notified such defect to the Seller on approval of proofs or within 7 days of delivery or despatch of the work to the Buyer whichever is the earlier.
    1. Save as provided above, all conditions, warranties and other terms whether express, implied or otherwise, relating to the sale or supply of Goods or Services by the Seller, their quality, condition or description, or their fitness for any particular purpose are excluded.
    2. The Seller shall in no circumstances be liable for any indirect or consequential loss or damage arising from the performance or failure to perform work in accordance with this agreement. Save in respect of personal injury or death due to any negligence, the Seller shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods. Without prejudice to the above the Seller shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer in any way from this Agreement.
    3. The copywrite held within all creative design and copy creation remains the intellectual property of the Seller, unless the rights are purchased by the Buyer or end user and then will only be deemed as transferred when paid for in full.

9. Proofs

All proofs of artwork and printed materials must be approved and signed-off by the Buyer or their approved agent before production can begin. No responsibility or recompense can be held against the Seller for delays incurred in production schedules due to delays in obtaining the necessary signatures on the proofs, and the Seller is not liable for any costs arising from alterations after the sign-off point.

10. Illegal Matter

  1. The Seller shall not be required to print any matter which in his opinion is or may be an illegal or libellous nature.
  2. The Seller shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter printed for the Buyer or any infringement of copyright, patent or design.

11. Force Majeure

The performance of all contracts is subject to variation or cancellation by the Seller owing to any act of God, war, strikes, lockouts, fire, flood, drought, tempest or any other cause beyond the control of the Seller owing to any inability by the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver, caused by any contingency.

12. General

  1. If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
  2. The Seller may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.

13. Contract

Not withstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of the Third Parties) Act 1999 or for any other purpose.

14. Entire agreement

Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.

15. Law

These Terms and Conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and any dispute in relation thereto shall be in the exclusive jurisdiction of the English Courts.

Terms & Conditions last updated – 14 Nov 2018.