TERMS AND CONDITIONS OF BUSINESS
TERMS AND CONDITIONS OF BUSINESS
These Conditions shall apply to all goods and services supplied by the Company. Any provision, stipulation or condition in the conditions of order of the person, firm or company to whom such goods and services are supplied ('the Customer') or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail.
1. Charges, Estimates and VAT
(a) The Company shall charge such costs charges and expenses as shall be agreed in writing with the Customer for the supply of any goods and services.
(b) Any estimates given are based on the Company's current costs of production and, unless expressly otherwise agreed in writing are subject to amendment on or at any time after acceptance by the Customer to cover any rise or fall in such costs.
(c) Unless otherwise stated all costs, charges and expenses are exclusive of Value Added Tax.
2. Additional Charges
The Company reserves the right to make additional charges in respect of all costs charges and expenses incurred by the Company beyond normal allowances including but not limited to those caused by or arising out of:
(a) copy supplied not being clear and legible;
(b) author's corrections or other work not specified in the estimate;
(c) overtime working by the Company's staff or subcontractors;
(d) additional use of fax, telex, couriers and similar facilities; and
(e) additional or expedited deliveries, packing or mailing.
3. Preliminary Work
All preliminary work carried out at the Customer's request, whether experimentally or otherwise, shall be charged to the Customer.
4. Terms of Payment
(a) The Company reserves the right:
(i) to invoice the Customer stage by stage at the companies discretion; (ii) to invoice the Customer for disbursements (including but not limited to postage) incurred by the Company and any such invoice shall be due and payable immediately;
(iii) to require the Customer to provide payments on account for work done or to be done and expenses incurred or likely to be incurred on the Customer's behalf;
(iv) to suspend work until such payments are made.
(b) All other invoices shall be paid in full within thirty days of the date of invoice unless otherwise agreed in writing.
(c) Without prejudice to any other remedy available to it the Company shall be entitled to charge interest on overdue invoices at the rate of 8 per cent per annum pursuant to Section 69 of the County Court Act 1984 from time to time in force and such interest shall accrue at such rate after as well as before any judgment.
(d) Goods or services supplied to or commenced at the request of an agent for the Customer shall be chargeable to that agent as well as to his principal.
Proofs of all work may be submitted for the Customer's approval and the Company shall not be liable for errors not corrected by the Customer in such proofs. The Customer's alterations and additional proofs necessitated thereby shall be charged as additional charges.When style, type or layout is left to the Company's judgement, changes there from made by the Customer shall be charged as additional charges. No responsibility will be accepted for any errors in proofs approved by the Customer.
6. Variations in Quantity
The Company will endeavour to deliver the correct quantity ordered but estimates are conditional on margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage which shall be charged or deducted as appropriate.
7. Property and Risk in Goods
(a) The Customer shall be deemed to have accepted the goods and services on delivery but the Company shall retain ownership of all materials and goods produced by it to the order of the Customer until all goods and services provided to the Customer have been paid for in full. Copyright and ownership of native files will remain the property of Laban Brown Design Limited unless agreed in writing with the Customer.
(b) The risk in the goods shall pass to the Customer upon delivery which for the avoidance of doubt means from the commencement of unloading activities or when collected from the Company by the Customer or its Agent as the case may be.
(c) Metal film, electronic data and other materials owned by the Company or its supplier and used by the Company for example in the production of film setting, negatives, positives, plates, etc shall remain the exclusive property of the Company or its supplier as the case may be.
(d) Any material made available to the Company by or on behalf of the Customer shall, while it is in the possession of the Company or in transit, be at the Customer's risk and the Company shall not be liable for any damage to such materials however caused and the Customer shall insure the said material accordingly.
(e) (i) Electronic data may be erased from memory and lithographic, or other work effaced immediately after the order is completed unless written arrangements are made to the contrary, whereupon a storage fee may be charged to the Customer.
(ii) The Company shall be entitled to destroy any other materials supplied to it by or on behalf of the Customer upon the earlier of 12 months after they come into the Company's possession or one month after written notice has been given by the Company to the Customer.
(f) The Company shall be entitled to make a reasonable charge for the storage of any Customer's property left with the Company before receipt of the order or after notification to the Customer of completion of the work.
8. Materials Supplied by the Customer
(a) The Company may reject any paper, disks, plates or other materials supplied or specified by the Customer which appear to the Company unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged to the Customer.
(b) Where materials are supplied or specified by the Customer, the Company will take every reasonable care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials supplied or specified.
(c) Quantities of materials supplied shall be sufficient to cover normal spoilage.
(d) Any additional costs incurred by the Company where disks, etc., are supplied by the Customer without adequate instructions, that result in re-running may at the discretion of the Company be charged to the Customer.
9. Periodical Publications
A contract for the printing of a periodical publication shall not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Such notice may be given at any time but whenever possible should be given after completion of work on any one issue.
10. Indemnity and Illegality
(a) The Company shall not be required to print any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of any proprietary or other right of any third party.
(b) The Customer shall indemnify the Company and keep it indemnified against all or any costs, claims, damages, demands and expenses (including legal costs) which may be incurred by or made against the Company by any third party by reason of the supply of the Company's goods or services in accordance with the Customer's instructions.
11. Claims Against the Company
(a) The Company reserves the right at any time to alter its product specification without giving prior notice to the Customer.
(b) The Company shall not be liable to the Customer for any damage to goods or delay in delivery of goods in transit unless the Customer notifies the Company in writing within seven days of delivery failing which the goods shall be conclusively deemed to have been accepted by the Customer.
(c) In any event the Company shall not be liable for any consequential damage however arising.
The Customer shall be responsible for effecting all necessary insurance in respect of any damage, or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Company's goods and services.
13. Suspension and Termination
The Company shall be entitled:
(a) to suspend its performance of the contract if the Customer shall be in breach of any of its obligations; and
(b) to determine the contract without notice in the event of the bankruptcy, insolvency or liquidation of the Customer at any time or the levying of any distress, execution or other legal process upon the Customer's assets or in the event of a receiver being appointed over all or any part of the Company's assets or in the event of a continuing breach by the Customer of any of its obligations.
The waiver or non-enforcement by the Company of any breach or non observance of any of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed a waiver of any subsequent breach.
15. Force MaJeure
The Company shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike, default or failure of subcontractor or suppliers or any other cause beyond its reasonable control and the Company shall not be liable for any damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters.
(a) These Conditions shall not be varied, waived or modified except in writing under the hand of a duly authorised officer of the Company.
(b) These Conditions override any differing conditions which may appear on the Customer's order form or other document.
(c) The Company reserves the right to vary these Conditions from time to time subject to giving prior written notice to the Customer.
(d) Any provision of these Conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions.
(e) The headings used herein are for convenience only and shall not affect the meaning or construction of these Conditions.
Any notices required to be given under these Conditions shall be in writing and shall be served by prepaid first class letter addressed to the party to which it shall be sent at its principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice and shall be deemed to be delivered 48 hours after posting.
18. Proper Law and Jurisdiction
These Conditions shall be governed and construed according to English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.
Where a number of design options have been produced for a customer, only the chosen designs are licenced for use by the client. All other designs remain the property of Laban Brown Design Limited.
20. Design © Copyright and Artwork Files
All designs and native artwork files produced will remain the sole property and copyright of Laban Brown Design Limited. A release fee can be agreed with the Customer and written permission provided for future use.
21. Website Design and Digital Project Terms and Conditions
Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, the Company cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of the Company until all outstanding accounts are paid in full.
The Company cannot take responsibility for any copyright infringements caused by materials submitted by the Customer. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions to the brief will be carried out at the discretion of the Company and where no charge is made by the Company for such additions, the Company accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The Customer agrees to make available as soon as is reasonably possible to the Company all materials required to complete the site to the agreed standard and within the set deadline.
The Company will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
The Company will not be liable or become involved in any disputes between the site owner and their Customers and cannot be held responsible for any wrongdoing on the part of a site owner.
The Company will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the Customer or any of the Customers appointed agents.
The Company will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
A deposit of 50% is required with any project before any design work will be carried out.
On completion of a website the final balance of payment is then due in accordance with our payment terms. The Company shall allow reasonable, minimal refinement requests for amendments up to 10 working days from launch of the website. Additional change requests beyond these terms are chargeable on a project by project basis. Non payment will result in legal action being taken if necessary.
Database, Application and E-Commerce Development
The Company cannot take responsibility for any losses incurred by the use of any software created for the Customer. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the Customer in ensuring that all software is functioning correctly before use.
Where applications or sites are developed on servers not recommended by the Company, the Customer is expected to provide or seek any information,additional software,support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Customers responsibility to provide a suitable testing environment which is identical to the final production environment.
The Customer is expected to test fully any application or programming relating to a site developed by the Company before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, the Company will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
Website Hosting and Email Accounts
We offer hosting services and email account services by buying server space from a third party supplier. All hosting and email accounts purchased via the Company are subject to the third party supplier's own terms and conditions. Should you require any additional information about hosting, please contact us.
Data Transfer Limits
Our monthly data transfer limit is 1GB per Month, if data transfer exceeds this limit it will be charged at £0.01 per MB.
Whilst the Company recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by the Company cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
Website Payment of Accounts
A deposit of 50% of the total cost is required from any new Customer before any work is carried out. It is the Company policy that any outstanding accounts for work carried out by the Company or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with the Company.
Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact Customers via email and telephone to remind them of such payments if they are not received when due.
If accounts are not settled or the Company have not been contacted regarding the delay, access to the related website may be denied and web pages removed. We will then pass such cases to the Small Claims Court to pursue payment. Non payment can result in county court judgements (ccj’s) being added to the Customers credit rating.
Following consistent non payment of an invoice our Solicitors will contact the Customer in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.