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Terms and Conditions of Business
These Conditions of Business are in force as from 2004. No variation of these conditions of business is permitted unless expressly accepted by a Director of ‘Invisible Ink Limited’ in writing. If you do not wish to accept these terms, you should contact us before entering into any contract. In these Conditions of Business, the following words shall have the following meanings: ‘the Client’, shall mean any individual, firm or company, to whom Invisible Ink Limited supplies services. ‘the Company’ shall mean Directors trading as ‘Invisible Ink Limited’. Proposals, quotations and estimates The Company will be contracted by the Client on the terms set out in our proposal/estimate. Customarily, a written proposal is submitted for approval before any design work is carried out, although in circumstances where the Client engages the design services of the Company without any such proposal being submitted, these conditions of business will apply and will be in force regardless. On appointment of the Company, a detailed project schedule will be agreed with the Client in advance. Failure by the Client to provide necessary information by agreed dates could result in additional work, and therefore extra charges. Where the Client asks the Company to undertake further work outside the scope of the proposal/estimate, the Company will provide written estimates for prior approval. Client alterations include all work performed in addition to the original specifications. All such work may be billable. Any additional work outside the specifications of the proposals will be charged at the current rate. Verbal orders, changes or agreements are at the Client’s. All orders be in writing and approved. Quotations and estimates are based on the accuracy of the specifications provided by the Client. The Company can requote a job at time of submission if copy, film, tapes, disks, or other input materials do not conform to the information on which the original quotation/estimate was based. Quotations and estimates exclude VAT, unless otherwise advised, and disbursements including travel, overnight accommodation, couriers, faxes, calls, e-mail, pdf and ISDN transmissions sundries. But wherever possible, prior approval must be obtained from the client. All quotations and estimates are valid for a period of 30 days, but the client will be advised in advance. A quotation or estimate not accepted within this time may be changed. Colour proofing Colour proofs are usually supplied in the form of a pdf. Where a printed colour proof is used to simulate how the printed piece will look, due to differences in equipment, paper, inks, and other conditions between colour proofing and production operations, an unavoidable variation in colour between colour proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance and the proof becomes a contract between the Client and the Company. Experimental work Experimental or preliminary work performed at the Client's request may be billable. This work cannot be used without the Company's written consent. Preparatory materials Artwork, type, plates, negatives, positives, tapes, disks, and all other items supplied by the Company remain the Company's exclusive property. Copyright Copyright on all artwork, design, illustrations, photography, copy, reports and documents produced in the course of the project will remain the property of the Company. The Client warrants that the subject matter to be printed is not copyrighted by a third party. The Client also recognises that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The Client further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the Client agrees to indemnify and hold the Company harmless from all liabilities, damages, costs and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. Disclaimer of express warranties The Company warrants that the work is as described in the proposal. The Client understands that all sketches, copy, dummies, and preparatory work shown to the Client are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed. Insurance The Company will only maintain fire and comprehensive coverage on property belonging to the Client while the property is in the Company's possession. The Company's liability for this property will not exceed the amount recoverable from the insurance Company. Additional insurance coverage may be obtained if it is requested in writing, and if the premium is paid by the Client to the Company. It is the Client's responsibility to maintain a copy of the original file. The Company is not responsible for accidental damage to media supplied by the Client or for the accuracy of furnished input or final input. Until digital input can be evaluated by the Company, no claims or promises are made about the Company's ability to work with material submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing, or programming needed to utilise client supplied files may be billable. Negatives, plates, artwork, electronic files stored by us are at the Client's risk. Materials not claimed or used may be discarded after 120 days. It is expressly agreed that the Client is purchasing only the finished printed materials described in estimates. Negatives, plates, artwork, flats, separations, proofs and other materials used in the production of such printed materials and supplied by the printer remain the property of the printer. Clearance procedure Turn around time will be determined, unless otherwise agreed, at the time the order is placed and will be described in ‘working days’, (working days are the normal business days, excluding public holidays and weekends, to begin the first complete business day after receipt of work. While the Company takes every care to ensure that our work is accurate and meets the highest standards, it is important that clients check reports and proofs carefully and confirm approval in writing. The Company cannot accept responsibility for errors or omissions in artwork, or other documents which have been approved for actioning. Any amendments, corrections or additions made following approval for actioning will be classed as additional work and will be charged at the prevailing rate. Indemnification The Client agrees to protect the Company from economic loss and any other harmful consequences that could arise in connection with the work. This means that the Client will hold the provider harmless and save, indemnify, and otherwise defend him/her against claims, demands, actions, and proceedings on any and all grounds. This will apply regardless of responsibility for negligence. Personal or economic rights The Client also warrants that the Work does not contain anything that is libellous or scandalous, or, demfatory, or anything that threatens anyone's right to privacy or other personal, moral, or economic rights. The Client will, at the Client's sole expense, promptly and thoroughly defend the Company in all legal actions on these grounds as long as the Company promptly notifies the Client of the legal action and gives the Client reasonable time to undertake and conduct a defence. The Company reserves the right to use its sole discretion in refusing to accept anything deemed illegal, libellous, scandalous, improper, defamatory, or infringing upon copyright law. Stoppage The Company has the right to withhold delivery if the Client has a petition presented for its winding up or passes a resolution for voluntary wind-up (otherwise than for the proper purpose of a bona fide amalgamation or reconstruction), has a receiver appointed of all or any part of its assets, becomes bankrupt, insolvent, or enters into any arrangements with creditors. Cancellation The Client will, in the event of agreed cancellation indemnify the Company fully against all expenses incurred up to the time of such cancellation. Force majeure The Company shall be under no liability for any loss to the Client if the Company is unable to carry out any part of a project for any reason arising from circumstances outside the Company's control including act of God, war, riot, acts of vandalism, fire, flood, explosion, abnormal weather conditions, failure of power supply, lock out, strike, government action (UK or otherwise), accidents or delay by suppliers. Should the Company be prevented from fullfilling its contract to the Client in such circumstances, it shall give the Client written notice of this fact as soon as reasonably practicable. Terms of payment We may require an initial deposit of 30% in order to commence work. For projects that have a value of over £5,000 we may require a 50% payment in advance. Fees are usually invoiced in full following completion of each project. Web design is charged in stages. A 1st invoice is issued on approval of design, with a second invoice issued usually for the balance of outstanding work when web site is signed off, or the site goes live. Our payment terms are 14 days. Invoices for web hosting and email services are due by return. Penalties can be incurred for late payment which shall be two percent above base rate on any outstanding bill. The Company reserves the right to charge interest at the current standard rate on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment. Claims for defects, damages, or shortages must be made by the Client in writing no later than 7 days after delivery. If no such claim is made, the Company and the Client will understand that the Work has been accepted. By accepting the Work, the Client acknowledges that the Company's performance has fully satisfied all terms, conditions, and specifications. The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering completed projects. We also require that all Clients sign this 'conditions of business' at which part we will have entered into a legally binding agreement so the Client is invited to take Independent legal advice before signing these conditions of business. English law and jurisdiction The contract shall be governed by and construed in accordance with English Law and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English Courts. |
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