1. AGREEMENT – (i) Unless otherwise agreed in writing these “Terms & Conditions” constitute the basis of all agreements between 2ndimpression (hereinafter referred to as “the company”) for the provision of all services to any individual or organisation (hereinafter referred to as “the client”) who shall be legally bound by them.
(ii) All other conditions, requirements, declarations, statements, undertakings, obligations and warranties of the client or company and all duties of care and all liabilities (if any) of the same arising therefrom are hereby wholly excluded.
(iii) The company reserves the right to modify these “Terms & Conditions” and the services provided at its own discretion. The company shall however endeavour as far as possible to inform clients of such modifications as and when they may arise.
2. SERVICES – (i) The company shall provide the services as outlined overleaf (or in any other formal written form between an official of the company and the client)
(ii) Where the services being provided by the company involve the creation (or takeover of) and management of a database of the client’s customers, save as to clause 7 (iv), the information within the database shall remain confidential to the company and the client and shall not be disclosed or divulged to any third party whatsoever.
(iii) Unless otherwise agreed between the parties, the services provided by the company are generally related to the electronic transmission of marketing information (“emailshot”). The client shall provide to the company no less than seven days in advance such materials, text or literature as may be required to create the client’s emailshot. Any images purchased by the company for use in the client’s emailshot shall, unless waived by the company, be at the cost to the client who will be invoiced separately.
(iv) Where the services being provided by the company include the creation of marketing materials for transmission by means other than electronically (for example by post), the costs for the printing, postage and all other related costs shall be borne by the client and are not included in the Initial Fee or Monthly Fees agreed and payable.
3. PRELIMINARY or INCIDENTAL WORK – All work carried out, whether experimental or otherwise at a client’s request, shall unless otherwise agreed on in writing, be charged for at the appropriate rate.
4. SET UP & PAYMENT – (i) Except in the case of Initial Fees which are paid for entirely in advance, and Monthly Fees which are paid monthly, the company shall be entitled to a 50% deposit from the client before the commencement of any other work or provision of services.
(ii) The remaining 50% plus any other costs accrued shall become due on the satisfactory completion of all work ordered by the client up to but wholly excluding publication or transmittal of that work, which shall not take place until full payment has been received by the company.
(iii) The company shall also be entitled at its discretion to charge the client additional sums arising from late payment of outstanding monies and dishonoured cheques, etc. In the case of dishonoured cheques the sum of £35, in the case of unpaid monthly standing order payments the sum of £20, in the case of each reminder letter the sum of £15.
(iv) The company shall also be entitled to charge interest at up to 5% per annum above the Bank of England’s prevailing base lending rate on any account that remains unpaid after the due date. Further the company shall be entitled to recover from the client any and all costs and disbursements incurred by the company in employing a solicitor, lawyer, debt collector or other third party to enforce or collect payment of an overdue account. Whilst an account is overdue for payment the company shall be entitled to withhold or suspend performance of any outstanding contractual obligations.
5. TERM – (i) Except in the case of one off jobs or unless so otherwise agreed, the term of this contract shall be for a minimum period of 12 months from the date of commencement and may be terminated in writing no earlier than 9 months thereafter giving no less than 3 months notice by registered mail.
(ii) Due to design time being the nature of the services offered by the company this contract is non-cancellable and is due payment in full.
6. LIABILITY – (i) Whilst the company will endeavour to provide a prompt and efficient service to the best of its ability, the company shall not be liable for any losses (including loss of data) resulting from non-deliveries, missed deliveries, or service interruptions caused by events beyond its control, or by errors instigated by the client.
(ii) The liability of the company (if any), contractual, negligent or otherwise arising out of or in connection with the supply of services hereafter shall be limited concerning any one occurrence or in a series of two or more connected occurrences to a maximum of the total value of their current contract with the client limited to a maximum period of 12 months.
7. ILLEGAL MATTER – (i) The client acknowledges that they may only use the services provided by the company for lawful purposes.
(ii) The company shall not be required to produce or disseminate any matter which in its opinion may be obscene, threatening or defamatory or of an illegal or libellous nature or the infringement of the proprietary rights of a third party.
(iii) Further, the company shall be indemnified by the client with respect to any claims, costs and expenses arising from any libellous matter or infringement of copyright, patent, design or other proprietary or personal rights contained in any material produced for or published by the company on the client’s behalf. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
(iv) In the event of any legal investigation of the client by any official law enforcing body, the company reserves to waive the client’s rights of confidentiality as outlined in clause 2 (ii).
8. COPYRIGHT – (i) All work provided directly by the company is protected as a collective work under applicable copyright law. The copying, redistribution or publication by a client of such content or part thereof is strictly prohibited except with the written consent of the company.
(ii) The client accepts that any marketing matter created by the company may have placed upon it in discreet lettering the style of the company and that the company may use the client’s name in any marketing of its own name.
9. RESTRICTIONS – The company shall be entitled to assign its contract with the client either in whole or part. The client shall not be entitled to assign, re-sell or in any other way transfer in whole or part its contract with the company.
10. SUSPENSION OF SERVICE – The company may elect to suspend service immediately on breach of any of these Terms & Conditions, including without limitation arising from late or non-payment of sums due.
11. FORCE MAJEURE – (i) The company shall be under no liability whatsoever if it shall be unable to carry out or fulfil its contractual obligations to the client for any reason beyond its control (without limiting the foregoing), acts of God, changes in legislation, war, revolution, fire, flood, drought, failure of power supply, lock-outs, strikes or other action taken by employees in contemplation or furtherance of a dispute or owing to the inability to procure materials or services required for the performance of such.
(ii) During the continuation of such a contingency the client may by written notice to the company (by letter or e-mail) elect to terminate its contract and pay any sums owing, but subject thereto shall otherwise accept the provision of services when available.
12. LAW – These Terms and Conditions shall be governed and construed in accordance with the laws of England.