NEWBE LTD (THE COMPANY) TERMS AND CONDITIONS OF BUSINESS
The sale or supply of services or goods detailed on the attached acceptance of order/estimate/quotation between the Company and the person firm or company named therein ('the Client') after the date hereof shall be subject to the following conditions.
Unless other wise agreed in writing by the Company these conditions shall override any terms or conditions proposed stipulated incorporated or referred to by the Client in its order or negotiations and the terms and conditions set out herein together with any special terms agreed in writing between the Company and the Client constitute the full and complete agreement between the parties.
A contract to sell or supply services or goods shall be created only when either the Company has accepted in writing an offer from the Client for the purchase by or supply to it of services or goods or the Client accepts a written quotation of the Company in writing and such acceptance and contract shall be subject to these conditions.
[The Company does not undertake to work on an exclusive basis unless such a basis has been previously agreed and supported by a retainer fee].
COPYRIGHT ON PHOTOGRAPHY AND ARTWORK
Under law, it is the photographer [Newbe Ltd] who will own all copyright on any photographs taken without exception unless there is a specific agreement in writing that assigns copyright to another party.
The photographer [Newbe Ltd] will retain copyright for all photography even if the photographer has been paid for the work. The payment will be for the photographer’s time and typically an allocated number of prints for a specific publication. The copyright to the photos will remain with the photographer, and therefore any reproduction without explicit permission for extra useage would be an infringement of copyright.
- If Company A asks Newbe Ltd [the photographer] to photograph a product. Company A will normally be provided with a single print or file of the image as part of the fee for that specific job, but any additional prints or files Company A or their customers want to use must be ordered via Newbe Ltd as Newbe Ltd is the copyright owner and controls who can copy and use the work undertaken by the photographer.
All copyright and other intellectual property rights for images, artwork files for print or digital use - even if the work has been fully paid for - remain with the Company unless agreed otherwise. No variation to these conditions shall be binding unless agreed in writing between a Board Director of the Company and a duly authorised representative of the Client. The Company is under no obligation to supply original artwork files, Photographic RAW files, Photoshop layer files or original web code to the Client as part of the job - this is done on a job-by-job basis at the discretion of the Company.
Any tender or quotation will have effect only for 30 days from the date thereof.
The price quoted/tendered by the Company is its fee either for its retainer by the Client or for a project ordered by the Client (as the case may be) and is exclusive of all goods or subcontracted services which shall be quoted to and agreed by the Client before the Company commissions them and shall be payable by the Client in addition to such price.
Any changes to a brief or instructions resulting in extra expenditure or work will be the subject of additional charges to the Client.
The fee agreed with the Client covers all experimental or other forms of work arising from the brief agreed with the Client. No other preliminary work will be undertaken by the Company until an appropriate fee structure has been agreed with the Client.
In addition to agreed fees, the Client shall be responsible for all out of pocket expenses such as [administration] samples, copying, postage, messengers, etc incurred by the Company. These will be subject to a 20% handling charge Value Added Tax at the rates prevailing from time to time (or any other similar tax in force from time to time) shall be added to the prices charged by the Company where appropriate.
If after formation of a contract the Client terminates the contract with the Company's consent before completion all fees and expenses incurred to that point will become payable immediately together with any cancellation fee as may be agreed. Such fees may be calculated on a time apportioned basis. In any other circumstances the previously agreed fees and all other amounts owing under the contract shall be due to the Company.
The Company's invoice shall be paid within 30 days of the date of such invoice.
If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
a) suspend performance of services to the Client and
b) charge the Client interest (both before and after any judgement) on the amount unpaid at the rate of 3% per annum above [HSBC] Bank plc base rate from time to time until payment in full is made.
Failure to make payment for online products and services such as websites and email marketing will result in suspension of these services after 60 days of non payment. A minimum reconnection fee of £150 (plus VAT) together with the original invoice amount will be required to reinstate the service.
Wherever the Company enters into subcontracts with suppliers of goods or services the rights and liabilities between the Client and the Company in respect of the goods or services thereby supplied shall correspond with and be limited to the rights and liabilities between the Company and such suppliers and the Client shall not have any further or other rights as against the Company in respect of such goods or services.
PROOFING AND CHECKING OF DESIGNS AND ARTWORK
Checking artwork for mistakes before it is printed is the responsibility of the Client. Where the Company is managing the print process, all artwork must be checked by the Client and signed as correct either on the original proof or on a facsimile as evidence of their approval. Where communication between the Company and Client is via email, approval of artwork must be given in written form in an email message to the effect that the artwork meets with their approval and this will be taken as evidence of their complete approval of the artwork.
However explicit or basic this written approval may be upon receipt of the the artwork, it will be taken as complete approval of the job - with all text content and colour references included.
Where the print process is managed by the Client, the quality of print and print accuracy is the responsibility of the Client. Checking artwork for mistakes before it is passed onto print agents of the Client is the responsibility of the Client. The obtaining of proofs and mockups by the Client from their print agents before printing is encouraged by the Company as this is considered normal industry practice to minimise the scope for print errors, and provide opportunity for artwork corrections.
The Company takes great care to ensure all artwork is supplied to Clients as specified and responsibility cannot be taken for any errors occurring after approval of artwork. Any corrections arising after such approval shall be charged by the Company to the Client at the Company's prices from time to time prevailing.
Where the Company at the request of the Client changes rejects or cancels any such subcontract (including in particular but without prejudice to the generality of the foregoing alterations or cancellations to artwork or printer's proofs) the Client shall be liable to pay to the Company such reasonable charges as the Company may raise and such costs charges expenses and damages as the Company may have incurred or suffered as a result of such change rejection or cancellation.
When proofs of work are submitted for the Clients approval the Company incur no liability for any errors not corrected by the Client in such proofs. Clients alterations and additional proofs necessitated thereby shall be charged extra. When style type or layout is left to the Company's judgement by the Client changes made by the Client shall be charged extra.
The Company gives no warranty or representation and no condition of any type is to be included or implied in any contract as to the result or consequences of any design concept or activity undertaken by the Company for the Client or on which the Company has made proposals or given advice and the Client accepts responsibility to the exclusion of the Company for all such results or consequences.
With all digital design work The Company gives no warranty or guarantee on the performance or placement of internet published works, whether they be websites, microsites or any other application, in the page rankings of Google or any other Search engine technology once published.
Furthermore The Company gives no guarantee with regard to Search Engine rankings of internet published work when described by The Company as 'SEO Services' or 'Search engine Optimisation Services' as this is 'organic' search engine promotion which cannot be purchased from search engines and therefore cannot be guaranteed.
The Company shall have a lien on all goods of the Client from time to time in the possession of the Company for all amounts due to the Company hereunder or however otherwise arising. If the Client does not discharge the said lien within 28 days of it arising by payments of all amounts then due the Company shall have the right to sell the goods the subject of the lien and to deduct from the net proceeds of sale all amounts due to the Company together with all costs of storage and insurance and the costs of said sale.
The Company shall not be liable for any loss of profit damage to property or extra expenditure or any consequential loss or damage suffered by the Client or by any third party through a breach of any of its obligations under the contract or through the negligence of the Company or its employees agents or contractors (except in the case of personal injury or death).
The Company shall under no liability for any delay loss or damage caused wholly or in part by civil commotion act of God or by any act done or not done pursuant to a trade dispute whether such dispute involves the Company's servants or not.
Time shall not be of the essence and the Company shall be granted all necessary time and other indulgences necessary in the event of any circumstances beyond its reasonable control and shall not be liable for any loss or damage caused thereby. The Client shall indemnify the Company against any claim made by any third party (including all costs demands and expenses in connection therewith) in relation to any projects or operation carried out by the Company to which these terms and conditions relate and its subcontractors agents or employees.
Save for any liability in respect of death or personal injury the Company's liability to the Client shall not exceed a sum equal to the fee payable by the Client less any amount which is recovered by the Company and or the Buyer from any third party after deducting all costs and expenses incurred or suffered by the Company for such recovery.
The Client acknowledges that the Company's fees are based on the assumption that the Company's liability is limited as herein provided.
The Client shall indemnify the Company fully against all costs expenses loss or damage awarded against incurred by it arising as a result of any claim or proceedings for or on account of infringement of letters patent trademark or trade name or registered design or any other rights in relation to goods supplied by the Company and which were manufactured or designed by or to the Company in accordance with specifications and/or drawings produced to the Company by the Client or on its behalf.
The Company reserves the right to be given credit where appropriate in press releases and publicity material. When a product designed by the Company becomes commercially available the Client will agree to supply the Company with samples for public relations purposes.
Goods supplied by the Client to the Company or received by the Company as agent or bailee of the Buyer are insured by the Company only for their replacement value and any other or additional loss or damage is at the Client's risk and the Client shall be responsible for such loss or damage and shall effect such insurance in respect thereof as it may require.
The Company shall be entitled without prejudice to its other rights whether under this contract or under the general law to terminate the contract or at its option to cease to supply any further services or goods in any of the following events:-
a) if the Client has not paid any sum upon its due date
b) if a receiver is appointed over any of the Client's assets or a winding up petition is presented against the Client or the Client calls a meeting for its winding up or of its creditors or commits any act of bankruptcy or the Company reasonably apprehends that any of these events is likely to take place.
c) if the Client is in material or persistent breach of this contract.
Should any limitation of the Company's liability contained herein be held to be invalid under any applicable statute or rule of law it shall to that extent only be deemed omitted but if the Company thereby becomes liable for loss or damage such liability shall be subject to all other relevant limitations herein contained.
All future dealings between Client and the Company shall be on these standard terms and conditions unless otherwise agreed in writing.
These conditions shall be constructed according to the laws of England and the Company and the Client submit to the exclusive jurisdiction of the Courts of England in connection with any dispute or proceedings arising out of any contract containing these conditions.
The Company reserves the right to review and update these terms and conditions at any time.