CHARLES DESIGN (trading title of Charles Advertising Ltd.)
TERMS OF BUSINESS
In the following terms of business Charles Advertising Ltd is referred to as “the company”.
1. Price
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 In the absence of a quotation work charged will be calculated on a time basis.
1.4 The price quoted excludes delivery (unless otherwise stated).
1.5 Unless otherwise stated the price quoted is a budget estimate only and the price charged will be our price current at the time of delivery.
2. Additional Expenses
2.1 Unless specifically agreed otherwise, all quotations exclude sundry expenses, which include photocopying and duplicating charges, postage, telephone expenses, travelling, overnight accommodation and any other incidental items incurred by the company on the client’s behalf.
2.2 Motor expenses are calculated on a mileage basis and travel by train or other modes of transport will be recharged at cost.
2.3 Invoices for additional expenses are due for payment within 30 days of date of invoice.
3. Photography, Design and Artwork
3.1 Charges for creative work are made in accordance with hours worked and materials used.
3.2 All design and artwork is charged on a time basis in quarter hour segments. A designer’s time for attending briefings, presentations and on-site work will be calculated from the time of leaving the studio to his return.
3.3 Alterations, additions, changes to specification and retouch work will be charged as extra at our standard rates.
3.4 Photography charges are on a time basis in quarter hour segments calculated from the time that the photographer leaves the studio to their return. Processing is included in the time charge but any print prices are additional.
3.5 Postage and packing, special camera hire, model fees, hire of props, overnight accommodation and any other sundry expenses are additional.
4. Advertisements
4.1 Media invoices will be issued each month and become payable within 30 days of the date of invoice.
4.2 Where 15% agency commission is allowed by the media, the gross time and space cost is invoiced.
4.2.1 If a commission figure of less than 15% is allowed, commission is rebated and the figure equivalent to 17.65% is added to the resultant net figure to produce 15% on the gross amount.
4.2.2 In the case of Overseas media bookings, a further surcharge is levied to produce a figure equivalent to 20% on the gross amount.
4.3 Where clients require media schedules to be cancelled the company will immediately act on such instructions. However, if such cancellation orders do not precede the publisher’s or broadcaster’s contractual cancellation notice periods, media costs will be charged in the normal manner.
5. Delivery
5.1 All delivery times quoted are estimates only. 5.2 Although we will do our best to deliver the correct quantity, we may deliver quantities of 10% above or below the ordered quantity in line with industry standards. We will invoice you for the quantity of goods supplied at the contract rate.
6. Delivery and Safety
6.1 We may decline to deliver if:
6.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
6.1.2 the premises (or the access to them) are unsuitable for the delivery vehicle.
7. Delivery and Risk
7.1 Where goods are supplied they are at your risk from the time of delivery.
7.2 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within seven working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
8. Payment Terms
8.1 New clients will be issued with a pro-forma invoice for the first project we undertake for them. Thereafter the following terms apply.
8.2 If you have an approved UK business credit account, payment is due within 30 days of our invoice date. 8.3 If you fail to pay us in full on the due date: 8.3.1 we may suspend or cancel future orders.
8.3.2 we may cancel any discount offered to you.
8.3.3 you must pay us interest at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (interest) Act 1998.
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each calendar month; and
c. before and after any judgement (unless the court orders otherwise).
8.4 If you have an approved business credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
8.5 We may take any of those actions in 6.4 at any time and without notice.
8.6 You do not have the right to set off any money you may claim from us against anything you may owe us. 8.7 You may only set off money you claim from us against money you owe us with our written agreement. 8.8 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
8.9 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
9. Specification
9.1 If we prepare the goods in accordance with your specifications or using your designs or materials: 9.1.1 you must ensure that the specifications, designs or materials are accurate.
9.1.2 you must ensure that goods are prepared in accordance with those specifications or using your designs or materials will be fit for the purpose for which you intend to use them.
9.1.3 you warrant that the specifications, designs or materials will not result in the infringement of any rights of a third party and that you will indemnify us in respect of all loss, damage, costs or expenses (including legal fees) which we may incur in connection with such a claim or threatened claim.
9.2 If we believe that you have not complied with clause 9.1 or other applicable statutory requirements we may reject or amend your specifications. You must pay us for the cost of reasonable amendments unless there was unreasonable delay by us in discovering unsuitability or inaccuracy.
9.3 We reserve the right to make any changes in the specifications of our goods, which are necessary to ensure they conform with any applicable safety or other statutory requirements.
9.4 We also reserve the right to make without notice any minor modifications in our specifications, designs or materials as we think necessary or desirable.
9.5 We may submit proofs of all work for your approval. In this case:
9.5.1 you must proofread any proofs submitted and sign our company proof approval form noting any amendments you require;
9.5.2 we will charge for any corrections on or after proof and any alterations in style;
9.5.3. we accept no responsibility for any errors, which you have passed;
9.5.4 if you fail to approve any proofs submitted to you within a reasonable time, our obligations to you under the contract will end. We will charge for all work undertaken under the contract.
9.6 By supplying goods or proofs to you we do not waive any intellectual property rights (including design rights) that we may have in respect of them.
10. Cancellation
10.1 If the order is cancelled (for any reason) you are then to pay us for any work completed to date (finished or unfinished).
10.2 We may suspend or cancel the order, by written notice if:
10.2.1 you fail to pay us any money when due (under the order or otherwise).
10.2.2 you become insolvent.
10.2.3 you fail to honour your obligations under these terms.
10.3 You may not cancel the order unless we agree in writing.
11. Waiver and Variations
11.1. Any waiver or variation of these terms is binding in honour only unless
11.1.1 made (or recorded) in writing;
11.1.2 signed on behalf of each party; and
11.1.3 expressly stating an intention to vary these terms. 11.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
12. Force Majeure
12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability. 12.2 Examples of those circumstances include: act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
13. Liability
13.1 The company will not be liable for any delay in or omission of publication or transmission or any error in any press release, statement, notice or advertisement in the absence of default or neglect on the company’s part.
13.2 Clients agree to inform the company without delay if it is considered that any claim or trade description or other material produced by the company on the client’s behalf and submitted by the company for approval is false or misleading in relation to the client’s business, product or service.
13.3 Clients will indemnify the company against any loss incurred as a result of any civil claim or proceedings brought against the company based upon any press release, notice, statement, advertisement or any other material produced by the company and approved by the client for publication.
14. Copyright
14.1 The copyright for all purposes in all press releases, articles, statements, notices, artwork, copy, storyboards, concepts and all other work created by the company for clients rests in the company unless arrangements are made to the contrary.
14.2 The company will, where possible, obtain and hold all necessary rights in respect of copyright material commissioned by the company for clients.
14.3 In accordance with licensing laws we are not permitted to distribute fonts to any other companies or persons who do not have a licence to use those fonts.
14.4 In some cases royalty free images are downloaded in order to produce a design. These have to be used in strict accordance with the licensing laws of the image library from which they were sourced. We are not able to supply/distribute royalty free images to other companies or persons other than as part of a licensed work.
15. General
15.1 English law is applicable to any contract made under these terms. The English and Welsh Courts have non exclusive jurisdiction.
15.2 If you are more than one person, each of you has joint and several obligations under these terms.
15.3 If any of these terms are unenforceable as drafted: 15.3.1 it will not affect the enforceability of any other of these terms; and
15.3.2 if it would be enforceable if amended, it will be treated as so amended.
15.4 We may treat you as insolvent if:
15.4.1 you are unable to pay your debts as they fall due; or 15.4.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples or which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
15.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us
15.6 Any notice by either of us, which is to be served under these terms, may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
15.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller. 15.8 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either.
15.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or 15.8.2 which expressly state that you may rely on them when entering into the contract.
15.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.