1. General
1.1 All services provided by Square Skills (hereafter known as “the Company”) are subject to the terms and conditions set out below, unless expressly varied by a written document signed by a director of the Company. Howsoever the same may be qualified, the placing of an order with the Company shall be deemed to confirm acceptance of such terms and conditions.
1.2 In these terms and conditions “Goods” includes the supply of services in accordance with the provisions hereof and “Order” means an Order accepted by the Company and includes contacts to provide services and also authorised amendments to an Order. “Price” includes all sums payable to the Company.
1.3 Estimates, quotations or proposals comprise an invitation to treat only and are valid for 30 days. No Order will become effective until it is accepted or confirmed on behalf of the Company. Such accepted or confirmed Order will then comprise the Company’s entire agreement with the Client and merge all prior discussion quotations, offers and understandings.
1.4 A quotation, proposal or estimate is based on a briefing by the Client prior to its compilation. If a brief should change or any further alternative work is required, for whatever reason, the company reserves the right to revise its charges to account for these changes.
1.5 Estimates, quotations or proposals are subject to clarification of design and print specifications and may increase. They do not allow for authors corrections beyond that which is stated on the estimate, film and processing or delivery.
1.6 Where estimates or quotations are given for printing or other sub-contracted or outside Goods or services this is only intended as a guide and is usually given at the lowest level of possible expenditure. The Company will obtain further quotations at the appropriate time (normally after the Client has approved the final design) which will be submitted to the client for approval if the Company deems appropriate.
1.7 These terms and conditions exclude any other terms and conditions inconsistent therewith which a client might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any other offer acceptance or counter-offer made by the Client.
2. Master Contract
Where the Company and the Client enter into a contract to cover all services or sales to the Client, the Company will undertake such services or activities as agreed by the Client and the Company on a project basis and thereupon each project will be identified by a Job Number by the Company. All correspondence henceforth must refer to the Job Number. No project will commence without the Client supplying either:
i) a signed Purchase Order.
ii) a quotation or estimate supplied by the Company to the Client returned by fax to the Company signed and dated by the authorised signatory and this being accepted in writing by the Company. Any such contact may
be terminated be either party giving the other three months notice in writing, but this will not affect any project already under contract.
3. Clients’ Responsibilities
The Company offers a design and print service but only on the basis of content to be provided by the Client.
The Client accordingly will be solely responsible for:
3.1 Ensuring the accuracy and completeness of all information to be included in any advertisements, brochures
or other materials produced, notwithstanding that the copy therefore maybe written by the Company.
3.2 Ensuring that no such matter is defamatory, obscene, illegal, in breach of any code or otherwise undesirable (although the Company will have the right to refuse to print, publish or issue any matter which it considers might be such).
3.3 Ensuring that no such matter breaches the copyright, intellectual property or other rights of any third party (although the Company will have the right to refuse to print, publish or issue any matter which it considers might be such).
3.4 The accuracy, completeness and confidentiality (including all obligations under the Data Protection Act)
of all lists and other mailing information of other data.
3.5 Checking all proofs submitted by the Company against the foregoing criteria and the signing of the same.
3.6 Obtaining at its cost all necessary consents, approvals, licenses and other matters.
3.7 Meeting deadlines notified by the Company for return of proofs and other materials.
3.8 Fully indemnifying the Company, its subcontractors and their respective employees, self-employed workers, agents and representatives against all liabilities howsoever in respect of any of the foregoing and all related costs and expenses. The Client is recommended to seek insurance where available.
4. Amendments and additions to order
Except as expressly agreed in writing and signed by the Company’s duly authorised representative:
4.1 If any information supplied by or on behalf of the Client is insufficient, incorrect, inaccurate or misleading
or if the Client notifies the Company of any change of requirements in relation to any Order after acceptance thereof by the Company, the Company shall be entitled to amend the Price, the terms of payment and the finish date as in the circumstances the Company shall consider fair and reasonable. The Company shall, as soon as practical, notify the Client in writing of such amendments. In particular all wasted journeys undertaken by the Company as a consequence of such information or notification shall be charged to the Client.
4.2 Any variation or amendment requested by the Client will only be valid and binding on the Company when subject to a Change Order relating to the Order duly placed upon and accepted by the Company in writing signed by a duly authorised representative and subject to appropriate adjustment in Price delivery date and other matters.
5. Specifications and standards
5.1 The specifications, performances and standards to which Goods will be provided will be limited to those as set out in the Order. The Company will use all reasonable endeavours to produce Goods to meet those specifications and standards but subject to clause 7.2.
5.2 The Client will however be responsible for the matters set out in clause 3.
5.3 Colour matches cannot be guaranteed. The Client is advised to order “WET” final printed proofs for approval – there may be an added cost or this.
6.Warranty liabilities and indemnities
6.1 The Company will redo or replace any defective work carried out by it directly.
6.2 In relation to Goods or services of sub-contractors or other outside suppliers (e.g. printers, advertising media etc) the Company will use all reasonable endeavours to allow the Client the benefit of such rights against the suppliers as the Company may have but the Company can undertake no further liability as it will be bound
by the terms of business of such suppliers.
6.3 Save as set out in the Order:
6.3.1 The Client accepts that they are not relying upon the Company’s judgment as to the fitness of the Goods of any specific purpose of the Client.
6.3.2 The Client accepts that they are not placing and Order in reliance upon any promise, representation or inducement on the part of the Company.
6.3.3 The Company shall not be liable for any consequential loss or loss of profit howsoever arising (including by negligence) to the Client, the Client’s staff or any third party.
6.3.4 The Company shall not be liable for any loss, expense or damage howsoever arising (including by negligence) to any property of or furnished by the Client and the Client must insure it.
6.3.5 Except as set out in clause 6.5 the Company shall not be liable and the Client shall indemnify and hold the company, its employees, self-employed workers, agents and representatives harmless against any claim by or any loss or damages to any person or property occasioned directly or indirectly by or arising from the use or operation (otherwise than by the Company) or possession of any part of the Goods from negligence (including any non-compliance with any obligation imposed by these terms and conditions or any delay, wrong information or lack of required information) or misuse by or on the part of the Client or any person or persons including the Company and this indemnity shall extend to any costs and expenses incurred by the Company and shall continue in force notwithstanding the termination of any agreement between the Client and the Company.
6.4 The Company shall be under no liability to replace, repair, rework or accept rejection of Goods supplied other than as set out in Clause 6.1
6.5 The total liability of the Company to the Client, it’s employees, agents, representatives and any third party in relation to any project and Goods or services produced thereby shall not exceed the Price payable to the Company for that project (not including amounts payable to outside suppliers).
6.6 Each exclusion or limitation of the liability in this clause 6 or any sub-clause or paragraph thereof:
6.6.1 Shall be construed as separate, distinct and severable.
6.6.2 Shall not apply to direct claims for death or personal injury arising from the Companies negligence as defined in the Unfair Contract Terms act 1977 but the Client shall have no claims to indemnify in respect of third parties including the Clients employees, agents and representatives (and all related cost and expenses) in respect of death or personal injury (save to the extent that the Company otherwise accepts liability thereof).
7. Copyrights etc
7.1 Copyright in the Goods produced for the Client will be the property of the Company until payment in full of all sums owed to the Company by the Client on any account.
7.2 The copyright and all other intellectual property rights already owned by or licensed to the Company shall remain its sole property.
7.3 Should the Client wish to use the name of the Company in connection with any publicity arising out of a project, specific approval must be obtained from the Company and agreed to in writing by the Company. The Company reserves the right to utilise any work produced for a client in its own publicity material.
8. Payment
8.1 VAT and all indirect taxes, duties and levies are unless otherwise shown payable in addition to the Price and any other sums payable to the Company.
8.2 Any sums paid by deposit, retainer or prepayment are not in any circumstances returnable.
8.3 The Client is responsible for any disbursements incurred by the Company in fulfilling an Order (for example advertising costs etc) and for any increases is such expensed over any quotations or estimates given.
8.4 Payment in full and without any deduction shall be due to the Company 14 days after the date of the Companies invoice and is of the essence of the contract. Invoices will be issued on completion of each project (or by monthly or other stage payments if so provided by the Order)
8.5 If the Client does not accept further quotations for printing, advertising or other outside services as provided in Clause 1.5, the project will be deemed terminated and the Company will be entitled to payment for all works and expenses up to that date or already committed for by that date.
8.6 If the Client (being a company) enters into administration, liquidation or receivership or (being an individual) becomes bankrupt or in either case makes an arrangement with their creditors or commits a material or serious breach of this agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so) or there is any change in the ownership of the Client or its business they will be deemed to have repudiated the contract and payment will be due immediately in full for all goods or services provided, without prejudice to any other rights of the Company.
8.7 Interest is payable at 10% per month on any late payment.
8.8 The Company reserves the right at any time at its discretion to demand security for payment or prepayment of fees and/or sums to be paid to third parties before continuing with or delivering an Order and also the right not to incur liabilities to third parties or to cancel advertising insertions unless paid in advance.
8.9 The Client is liable for any penalties, interest or other payments due to third parties.
8.10 If a client fails to provide essential information including copy and pictorial content or design and production instructions upon the request of the company for a period of more than 2 months, the project will be deemed terminated and the Company will be entitled to payment for all works and expenses up to that date or already committed for by that date.
8.11 Payment in full and without any deduction shall be due on all printed products prior to the items being sent to press. Invoices will be issued on the same day.
8.12 A 50% deposit is required on all website projects prior to commencement of design and programming. The remaining 50% plus any further charges shall be due to the Company 30 days after the date of the Companies invoice and is of the essence of the contract. Invoices will be issued on completion of each project.
9. Subcontracting
9.1 The company may assign or sub-contract such part(s) of any Order as it sees fit.
9.2 Printing, advertising and similar functions will always be bought in from outside suppliers and the Company is unable to take responsibility except as provided in Clause 6.2 and the Client will be required to sign-off proofs
as specified in Clause 3.
10. Title and risk in goods
10.1 The title in Goods shall not pas from the Company to the Client until the later of Delivery and receipt by the Company of payment in full of all sums due or owing from the Client to the Company on any account. Until the title shall have passed, the Goods shall be held in trust for the Company and shall be marked as the property of the Company stored separately not incorporated into any larger assembly or system or disposed of or used in any way by the Client. If the Client defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to the immediate return of all goods sold by the Company to the Client in which the title as not passed to the Client and the Client herby irrevocably authorizes the Company to recover the goods and enter any premises of the Client for that purpose.
10.2 Goods produced for the Client will be retained for 12 months but the Company may thereafter dispose of them as it sees fit without notice to the Client.
11. Clients and Third Party premises
The Client shall fully indemnify the Company, its employees, self-employed workers, agents and representative against any loss, damage, injury or liability howsoever (including from negligence) and any expense incurred in connection therewith arising to any of the same or to any third party as a result directly or indirectly of the Company carrying out any work at the Clients or third party premises or with equipment loaned by the Client.
12. Matters beyond the Companies control
The Company shall not be liable for any loss, damage or expense howsoever arising from any delay or failure of performance arising from circumstances beyond its control including but not limited to earthquake, flood, storm, Act of God, or of public enemies, national emergency, invasion, insurrection, riots, strikes, picketing, boycott, interruption of services rendered by any public utility or interference from any government agency or official.
13. Law
This agreement shall in all respects be governed by and construed in accordance with the UK laws.
The Client submits to the jurisdiction of the UK courts.
14. Overseas Sales
14.1 Unless otherwise agreed all sums will be payable in advance in sterling currency.
14.2 Goods will be delivered as specified in the Order or if not so specified as the Company deems appropriate
at the Clients risk and cost. The Client is responsible for making any necessary insurance arrangements.
14.3 All bank charges are payable by the Client.
14.4 All costs, duties, levies or other sums which may be payable in any part of the world are payable by the Client.
Email Terms & Conditions are also dull….
This document should only be read by those persons to whom it is addressed and is not intended to be relied upon by any person without subsequent written confirmation of its contents. Accordingly, Best International disclaims all responsibility and accept no liability (including in negligence) for the consequences for any person acting, or refraining from acting, on such information prior to the receipt by those persons of subsequent written confirmation.
