Terms & Conditions

DEFINITIONS

1.1    Throughout these terms and conditions:

• (a)    the words ‘we’, ‘us’ or ‘our’ mean Reed Digital, including any other person or company acting as an authorised representative or lawful agent of Reed Digital.
• (b)    the words ‘customer’, ‘you’ or ‘your’ mean the person, business or company from whom an order is received and with whom we enter into a lawfully binding contract, including agents, directors, partners and employees of the Customer;
• (c)    ‘work’ or ‘goods’ means all goods (by way of intermediate or finished product) and services supplied by us to you;
• (d)    ‘preliminary work’ means all work done in the concept and preparatory stages including (but not limited to) design, artwork and colour matching; and
• (e)    ‘electronic file’ means any text, illustration or other matter supplied or produced by either you or us in digital form on disk, via the internet or any other communication link.

GENERAL

2.1    This agreement supersedes all understandings or prior agreements, whether written or oral, and all representations or other communications that may have been made between you and us.

2.2    If you place an order for us to provide goods or services to you, then these terms and conditions apply to your order and to the contract that is made between you and us. These terms and conditions represent a complete and exclusive statement of any agreement between you and us.

2.3    These terms and conditions do not govern the use of our website(s), nor do they provide specific terms and conditions that relate to e-commerce or to how business may be conducted electronically between us. Specific terms and conditions that relate to these activities are stated in the Terms of Use of our website(s) which you should read before accessing our website(s). Any order placed via our website(s) is, however subject to these terms and conditions.

2.4    Nothing in any marketing or advertising material that we may issue from time to time is intended to form a contractual offer or to be incorporated in these terms and conditions and must be disregarded in its entirety.

2.5    The terms and conditions are written in plain and easy- to-understand English and should be read using the ordinary everyday meaning. They must not be construed in any way so as to try and give a word, a phrase or expression a different meaning to the ordinary everyday meaning.

2.6    Our agreement in no way confers on any third party the right to enforce any of the terms of this agreement in accordance with the Contracts (Right of Third Parties) Act 1999.

2.7    All clauses, sub-clauses and identifiable parts of our agreement are severable. If any clause, sub-clause or identifiable part is held to be unenforceable by a court of law, then such unenforceability shall not affect the enforceability of the remaining provisions or identifiable parts in our agreement.

2.8    Our agreement, contracts between us and any orders placed by you shall be made in, governed by, and construed in accordance with the Law of England. You also agree to submit to the exclusive jurisdiction of the English courts.

2.9    All references in these terms and conditions to various Acts of Parliament or Regulations refer to Acts and Regulations of the United Kingdom Parliament.

ORDER PLACEMENT

3.1    A separate legally binding contract shall exist each time that you place an order with us and we have notified you of our acceptance of that order. No contract exists between you and us until we notify you that we have accepted your order.

3.2    The placement of an order by you with us constitutes a contractual offer, and a legally binding contract shall exist only when we have notified you of our acceptance of that offer.

3.3    If we have sent you (or have attempted to send you) notification of our acceptance of your offer and that notification has not been received by you, then our starting work on your order (or purchasing materials for your order) shall constitute acceptance of your offer by conduct.

3.4    If we have received pre-payment from you (either in whole or in part) or have processed a pre-payment instruction for you (for example, by taking the pre-payment from your debit or credit card account), then that pre-payment does not constitute the acceptance of an order. A contract only exists between us when we have notified you that we have accepted your order.

3.5    If we send you acknowledgement that we have received your order (your contractual offer), then this acknowledgement does not constitute our acceptance of your offer.

3.6    Orders placed by you and accepted by us for the supply of products and/or services to you shall only be done so in accordance with these terms and conditions and to the exclusion of all other agreements (including any agreement that we may have had with you before now).

3.7    You acknowledge that whenever you place an order that these terms and conditions (including any variations to them) as published on our website shall apply to that order.

3.8    You also acknowledge that any inability by you to access our website before placing any order does not in any way render these terms and conditions invalid, either in whole or in part.

3.9    For the avoidance of any doubt, you should view the latest published copy of these terms and conditions on our website before you place any order with us. If you are unsatisfied with these terms and conditions, then you should not place an order with us.

3.10    If you are unable to view the latest published copy of these terms and conditions on our website   then, on request and before placing an order, we will provide you with a complete printed or electronic copy.

3.11    We have taken care to ensure that our website(s) (including any help pages) and these terms and conditions do not contradict each other. However, if there are any inconsistencies or contradictions then these terms and conditions shall apply instead of any contradictory or inconsistent part of our website.

3.12    We are not obliged to accept any order that you place with us.

3.13    If you have made a pre-payment and we do not accept your order, then we will refund the amount of the pre-payment as soon as it is reasonably practicable. However, if there are any amounts overdue and payable by you relating to other orders then we may use the amount of any such pre-payment t reduce your other liabilities towards us.

VARIATIONS TO OUR AGREEMENT

4.1    We may make changes or variations to these terms and conditions from time to time at our sole discretion and we do not need your express consent to do so.

4.2    We shall publish these terms and conditions on our website, together with any changes or variations that are made to them from time to time. We do not need to notify you of any changes or variations in writing.

4.3    Any changes or variations will apply to any orders that you place after the time that we update the terms and conditions on our website. The changes will not apply to any order that you place before we make the changes on our website.

4.4    Any proposed alternative terms or a proposal to vary these terms in any form submitted by you (for example, on your purchase order or in any special instructions accompanying to an order) shall not be valid, nor shall any action by us (including the acceptance of an order purporting to be in accordance with any other terms or conditions) be construed as meaning that any alternative terms or conditions have been accepted.

4.5    Any handwritten or typed amendments (or any other defacement) to any terms do not form part of our agreement nor an amendment to them and are to be disregarded in their entirety.

VAT AND OTHER TAXES

7.1    All estimates given and orders accepted will be on a basis that excludes Value Added Tax (VAT) and any other taxes, duties or royalties etc. if any such tax, duty or royalty becomes payable on the sales price, we shall have the right to charge that amount.

7.2    For the avoidance of doubt, the agreed price of any order shall be the VAT-exclusive amount, and any change to the applicable amount of VAT during the performance of our contract shall be payable by you.

PAYMENT TERMS

8.1   payment shall become due on the completion of work and before delivery or collection of the work is made.

RESERVATION OF TITLE

9.1    Title on any goods supplied shall only pass to you when paid for in full (taking into account Value Added Tax and any interest relating to late payment) and when all other debts owing to us have been discharged.

ORDER DETAILS

10.1    It is your sole responsibility to ensure that the specification or description of the product or service that you are ordering is correct and will meet your requirements. We are not responsible for checking whether or not the product or service that you have asked us to supply is suitable for your own purposes or for the purposes for which you intend to use it.

10.2    Any advice or recommendations that we may give you do not form part of any contractual offer or contractual negotiation and as such are not legally binding on us. In no way can any advice or recommendation be regarded as a misrepresentation if that advice or recommendation is inaccurate or incomplete.

CANCELLATION OF ORDERS

11.1    If you do not have the right to cancel an order by virtue of Distance Selling Regulations, then you may nevertheless cancel an order at any time prior to the completion of that order. If you do cancel such an order then you are still liable to pay us the full contract price. However, we may (at our sole discretion) allow you to pay a lesser amount comprising of:

• (a)    an amount in respect of charges or costs that have been incurred by us relating to that order, including (but not limited to) time, materials used or ordered, and a reasonable amount in respect of lost profit margin on that order; and
• (b)    an administration charge.

ELECTRONIC FILES

12.1    You must ensure that digital art work supplied to us is a high resolution PDF, suitable for its intended purpose and in accordance with any specification that we may have published or notified to you.

12.2    You must also ensure that computer files and digital art work supplied to us for the use in the production of artwork and/or printed work are suitable for the purpose for which they are intended, and that you ‘pre-flight’ and thoroughly check those files to ensure their suitability and completeness. Your lack of knowledge of file types and file formats etc is not sufficient reason for supplying computer files which are not suitable for the purpose intended.

12.3    We are not responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.

12.4    We may charge you for any additional work which we deem necessary where copy, artwork or files are not suitable for the purpose intended, whether supplied to us directly by you or by a third party on your behalf. We shall, however, give you the option of correctly re-supplying those copy, artwork or files before performing any chargeable work on the original copy, artwork or files.

12.5    If an electronic file is not suitable (without adjustment or other corrective action) for outputting on equipment that is normally adequate for such purposes, we may make an additional charge for any resulting additional costs incurred or may reject the file without prejudice to our right to payment for work done and/or material purchased.

12.6    You are responsible for maintaining a copy of original electronic files that you supply to us.

12.7    If you supply digital artwork to us, then you confirm and agree that you are sufficiently knowledgeable about the technical aspects of the printing and graphic arts industry and its systems, procedures, practices, processes and production methods. You have an obligation to ensure that you and your employees or agents are sufficiently knowledgeable about such matters and cannot rely on ignorance or doubt as a defence in any dispute or question that may arise.

COMPUTER VIRUSES

13.1    Before you supply any digital files to us, you must take reasonable steps to ensure that those files do not contain a computer virus or viruses. This applies regardless of how you supply the files to us.

13.2    We agree that you will have ‘reasonable steps’ if:

• (a)    you have used commercial anti-virus software to check (either automatically or manually) that the files you have supplied to us are virus-free; and
• (b)    no more than seven days before you supplied the files to us, the virus definitions used by your anti-virus software were updated to the latest version of those virus definitions and that those latest definitions were used to check the files that you sent to us.

13.3    The commercial anti-virus software that you use should provide protection against viruses similar to the protection afforded by Symantec’s range of anti-virus software.

13.4    We will normally check your files upon their receipt to verify that they are virus-free and do not affect our computer systems. However, any failure by us to detect any virus does not in any way reduce your obligations to check files before their supply to us.

13.5    If you have taken reasonable steps to ensure that files do not contain a computer virus or viruses, you will indemnify us against:

• (a)    the cost of any loss of, damage to, and restoration of any of our data or computer systems caused by a virus, together with the costs of removing such virus(es); and
• (b)    any claims, costs and expenses arising from the infection with such a virus, including any amounts paid on a lawyer or solicitor’s advice in the settlement of any claim (including with a third party to whom a virus may have spread without our knowledge)

13.6    We shall not be liable for any delay in the progress of your order resulting from the supply of computer files where those files contain (or where we have a reasonable belief that those files contain) a computer virus. If a file contains (or may contain) a computer virus, then we will notify you that we are unable to use the file as supplied and you should endeavour to re-supply virus-free copies of those files to us as soon as possible.

COPYRIGHT, WORKING MATERIALS AND CUSTOMER’S PROPERTY

14.1    Unless otherwise agreed by us in writing, we shall exclusively own the copyright in:

• (a)    any general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by us;
• (b)    the way in which a work is presented or designed; and
• (c)    the content material in any work where that content has been created by us (this excludes artwork created by you where we merely make amendments or alterations to that artwork at your request and where those amendments or alterations are slight or incidental in nature and do not change the substance of the original design).

14.2    We shall not own the copyright of:

• (a)    any material not created by us; or
• (b)    any proprietary logos, text, illustrations or photographs;

supplied to us by yourselves or other third party copyright holders.

14.3    We shall unconditionally license you to use, reproduce or reprint a design or work which we have undertake for you and for which we own the copyright provided that the original work has been paid for in full (taking into account Value Added Tax and any interest relating to payment) and all other debts owing to us have been discharged.

14.4    You must not use a copyrighted design or work which we have undertaken for you to produce a new work or subsequent issue (or an amended past issue) without our prior written permission.

14.5    You are responsible for obtaining all necessary authorities to reproduce pictures, photographs, artwork etc, and you shall indemnify us and our agents from any liability that may arise from any claim arising thereof.

14.6    You agree that we may use any artwork or printing produced by us, or a facsimile or copy of your work, in any promotional material that is produced with the sole intention of promoting or furthering our business. Unless you expressly request otherwise, we may include copies of such work with any promotional material that is distributed to third parties. We will not re-sell your work.

14.7    All working materials (files, disks, papers, bromides, plates, forms etc) used to create or maintain work which we have undertaken for you shall be exclusively owned by us.

14.8    We shall not be obliged:

• (a)    to maintain copies of artwork or work which we have undertaken for you either in an electronic format or in a hard copy format; or
• (b)    at any time to give our working materials (files, disks, papers, bromides, plates etc) or a copy of them to you.

14.9    All property supplied by you to us shall, while it is in our possession or is in transit to or from you or your premises, be deemed to be at your risk. This shall include property belonging to a third party which you have loaned to us. Whilst every care is taken, neither us nor our agents can accept any responsibility or liability for loss or damage to artwork, photographs, transparencies etc.

14.10    Unless we have expressly agreed that we will store your property without charge, we shall be entitled to make a reasonable charge for the storage of any of your property left with us before the receipt of the order or after notification to you of the completion of the work.

ARTWORK

15.1    Before we start work on any order for you, you are responsible for:

• (a)    clearly, concisely, specifically and adequately conveying your requirements to us;
• (b)    ensuring that any originated artwork is suitable and adequate for your needs and purposes; and
• (c)    ensuring that any artwork files comply with any product specifications that we publish and make available to you.

15.2    Any additional work that we are required to undertake because you have supplied inadequate copy, incomplete or incorrect instructions or insufficient materials (or the late delivery of the same to us) shall be charged in addition to any agreed price.

15.3    Before you send artwork files to us, you should ensure that you have:

• (a)    adequately checked your work to make sure that it is free from error and is suitable to be printed;
• (b)    prepared those artwork files in accordance with any specification that we may have approved, issued or otherwise communicated to you.

COLOUR REPRODUCTION

16.1    We shall make every effort to obtain the best possible colour reproduction on your work given the limitations of the production process.

16.2    Because of the nature of our work and the production techniques we use, your work may be printed at the same time as work printed for other clients. We therefore make our best efforts to achieve a colour reproduction standard that provides good results for a wide variety of printed work and are unable to guarantee achieving a specific colour reproduction standard on any one particular order.

16.3    You confirm and acknowledge that you are aware that colours reproduce differently on differing types of paper stock or board, on different printing presses and in differing environments (temperature, humidity etc) and agree that this is a normal part of the printing process. For example, you should not expect an exact match between the colours printed on bond paper and coated paper, nor should you expect an exact colour match to commercially available colour swatches.

16.4     we shall periodically calibrate our printing presses in accordance with manufacture of the press. Calibration, amongst other things, involves adjusting the target dot-gain so that the dot-gain on a printed sheet across the full tonal range is within a standardised tolerance as specified by the International Standard. Because of changing environmental and machine conditions (including the paper stock and inks used) it is normal that calibrations and required adjustments will change from time to time. As a consequence colour production on a particular order may not exactly match that of a previous order before a printing press was re-calibrated or adjusted. In addition, colours reproduced may not match those printed on commercially available colour swatches.

16.5    We are unable to guarantee an exact match in colour or texture between your original colour photograph, artwork, transparency or previous printed work and the final printed article because of the processes involved.

16.6    You must ensure that colour artwork submitted is suitable for the work in hand as we cannot accept any liability for unsatisfactory results caused by unsuitable or inferior artwork.

QUALITY OF WORK

17.1    In accordance with the Sale of Goods Act 1979, any goods that we supply to you must be of ‘satisfactory’ quality. You shall therefore make sure that the work produced by us in general is of a standard which is acceptable to you before you enter into any contract with us.

17.2    You agree and understand that any goods will not fail the ‘satisfactory quality’ test merely because:

• (a)    in your opinion or in the opinion of a third party, the standard of our work may not be similar to that of any other particular printer; or
• (b)    in cases where you have supplied copy, artwork or computer files which were not ‘suitable for the purpose intended’, we did not realise that those files were not suitable before the printing or production of the goods.

17.3    The use by you of any of the goods or work supplied (either in whole or in part) shall constitute your full acceptance of the goods or work. You may not then reject those goods at a later date, and any earlier rejection shall be deemed to have been withdrawn and the goods accepted. For this purpose, the ‘use’ of goods or work supplied includes passing the work or goods to a third party for subsequent processing or work (for example, to a print finishing company or to a mailing (fulfilment firm) and includes having work delivered directly to a third party by us. QUANTITIES

18.1    You understand and agree that:

• (a)    some variation between the quantity ordered and the quantity supplied is inherent in the print process and that because of the processes involved we may sometimes be unable to supply the exact number of copies of any item requested;
• (b)    small variations in quantity supplied (as stated in the following paragraph) are not material to our contract and the quantity that we supply will conform to contract notwithstanding that variation; and
• (c)    in order for us to maintain low prices by avoiding frivolous claims, no claim will be made by you or accepted by us in lieu of a shortage that is not material.

18.2    The table below sets out the conditions in which a shortage is not material:

Quantity Ordered                                        Shortage

• Up to 1,000                                     Up to 10%
• Between 1,001 and 5,000           Up to 7%
• Between 5,001 and 20,000         Up to 5%
• More than 20,000                          Up to 3%

18.3    If a shortage is not material then the agreed price of a particular order shall not be affected and we shall not be required to make-up that shortage.

18.4    For variations where the shortage is material but is not more than twice the percentage levels specified above, a pro-rata credit or refund may be issued or (at our discretion) we shall endeavour to supply any shortage as soon as we are reasonably able to. You shall not be entitled to any form of credit, refund or reduction in price in respect of a shortage that is more than twice the percentage levels specified above and your sole remedy is a re-print of that shortage.

18.5    Because you understand that some variation in quantity is an accepted part of the print production process, you agree that you shall make allowance for any possible shortages in any orders that you place. You also agree that if there is a shortage that is not material (in accordance with the above limits) then the actual quantity supplied will therefore be acceptable for the purpose and use for which the product is intended.

DELIVERY OR COLLECTION OF GOODS

19.1    If we are required to despatch goods we shall:

• (a)    despatch the goods within a reasonable time after the work is complete; and
• (b)    reasonably ensure that the carrier, the method of carriage and how the goods are prepared or packaged for carriage are suitable such that the goods shall not be lost or damaged in normal transit.

19.2    If we are required to despatch goods you shall:

• (a)    accept delivery of goods when tendered;
• (b)    be charged for that delivery unless the price agreed for the work includes delivery charges, although you shall be charged extra for expedited delivery; and
• (c)    indemnify us for any loss as a result of any failure by you to take delivery when tendered (this does not affect our right where your neglect or refusal to take delivery of the goods amounts to a repudiation of the contract).

19.3    Where time is of the essence of a particular contract and we have despatched goods on time (or have attempted to deliver the goods on time) and we have been unable to make delivery because you have not fulfilled your obligations in receiving that delivery, then we shall be deemed to have fulfilled our obligations in accordance with our contract.

19.4    If you are not a consumer or you are a consumer who has entered into a non-distance contract with us, you shall ensure that the goods are adequately insured during transit, although if you so desire we will arrange such insurance with the carrier on your behalf but in doing so we will be deemed to be acting as your agent.

19.5    We shall always make our best efforts to despatch goods to the correct address. However, if we despatch goods to an incorrect address in error, we shall arrange at our expense to have those goods redirected (or collected and redelivered as the case may be). If we have offered to redirect (or collect and redeliver) those goods within a reasonable period of time, we shall be deemed to have despatched those goods on time (and in accordance with our contract) notwithstanding that the goods were despatched to an incorrect address. If you arrange any re-delivery of such goods without our express prior consent, then you shall bear the costs of that delivery and we shall in no way be responsible for any such costs incurred by you.

19.6    Unless otherwise agreed in writing, delivery will be to the kerbside at the delivery address and you are responsible for making arrangements for off-loading and for any additional transportation to a storage facility (whether at your premises or at the premises of a third party). Large orders may be palletised and you are responsible for ensuring that the pallets can be offloaded at the kerbside. Deliveries otherwise than to the kerbside at the delivery address shall be charged extra.

19.7    You are responsible for ensuring that the premises at which delivery is to be made are open during business hours or such other time as delivery is to be made. You shall pay any additional delivery charges that may be incurred if such premises are closed and delivery cannot be made when attempted.

19.8    We can only accept requests for special delivery instructions from you in writing. These may relate to one specific delivery or may be standing instructions that relate to more than one delivery that we may make to you. Any standing instructions shall remain in force until you notify us in writing that you wish to vary or withdraw those instructions. We shall not be liable for any failure to observe special delivery instructions either by us directly or by any courier that we may use to deliver the goods.

19.9    A signature of the person receiving goods is normally required at the time of delivery. Goods may only be left at the delivery address without signature provided that you have given us special delivery instructions to that effect. We shall not be responsible nor liable following delivery for goods left without signature for whatever reason, including (but not limited to) damage by weather, theft or loss of those goods.

19.10    If we are required to despatch goods, we shall not be required to label or package goods in any particular way. If goods are being despatched directly to a third party (and if you request us to do so at the time of ordering) we shall make our best efforts to send those goods in plain packaging that does not bear any identifiable reference to us. If you are onward-supplying the goods to your own customer or a third party, then you are responsible for re-packaging or re-labelling those goods according to your own specification or requirements.

19.11    If we are required to despatch goods directly to a distribution centre, fulfilment house or other third party organisation you shall ensure that you have instructed that third party organisation to accept delivery when tendered. You must also ensure that they accept delivery of those goods without regard to how those goods are packaged or labelled. We shall make our best efforts to package or label the goods according to your own instructions or specification, but we cannot accept any responsibility for any errors made in that packaging or labelling.

19.12    We may make an additional charge for any delivery involving difficult access and/or unreasonable distance from vehicular access whether or not we have agreed to deliver work other than to the kerbside at a delivery address.

19.13    If we use a carrier to deliver goods to you:

• (a)    the carriage arranged by us shall be on your behalf and delivery to you is deemed to have been made when we give the goods to the carrier;
• (b)    the place of delivery shall be deemed to be at our premises at which the finished goods are made ready for collection or despatch; and
• (c)    the goods shall be at your risk during transit.

19.14    If we are not required to deliver goods, you shall collect the goods from our premises upon notification that they are complete. We will store those goods (at your risk) for a maximum of one month, after which time they may be destroyed without further notice (you are still liable to pay for the goods notwithstanding such destruction).

19.15    In some cases, it may be necessary for us to make the goods available for collection or delivery in instalments, and you shall accept the goods in such instalments when tendered.

19.16    Should expedited delivery be agreed, we shall be entitled to make an additional charge to cover any overtime or other additional costs that we may incur.

19.17    We may make a charge in addition to the agreed or estimated price in respect of administrative and postal costs incurred if you have requested that samples of finished work are to be sent to an address other than the delivery address.

TURNAROUND TIMES AND DELAY

20.1    Service, turnaround, despatch or delivery times are to be used as a guide only and, whilst we will make every effort to adhere to proposed timescales, time is not of the essence of any order notwithstanding any action by us that purports to guarantee a delivery or collection time or date. CONFORMANCE TO CONTRACT

21.1    In accordance with the Sale of Goods Act 1979, to conform to contract any goods that we supply to you must:

• (a)    match any description given to them;
• (b)    be of satisfactory quality; and
• (c)    be fit for purpose (but only if the intended purpose was known to us prior to the acceptance of your order and we did not dispute their suitability).

21.2    If goods that we supply to you do not conform to our contract, then you may be entitled by law to ask us to remedy the situation.

21.3    Generally, you will need to demonstrate that the goods did not conform to contract at the time of sale. CLAIMS AND QUERIES

22.1    You must advise us (either verbally or in writing):

• (a)    in the case of any damage, delay, loss of goods in transit, shortages, errors or non-conformance with contract etc within five working days of the date of delivery or collections; or
• (b)    in the case of non-delivery, within five working days of notification of despatch of the goods or the invoice date (whichever is the earlier).

22.2    Any claim subsequently made in respect of advice given in accordance with the preceding paragraph must be made by you in writing or electronically in a form specifically approved by us. This claim must be submitted to us within ten working days of the relevant delivery, collection or invoice date specified in the preceding paragraph. If you choose, you may give us the advice at the same time as you submit your claim provided that your claim is submitted within the timescales specified by the proceeding paragraph.

22.3    Claims regarding a service that we provide to you must be made by you either during the provision of that service (and within ten working days of the discovery of the matter that gave rise to the claim) or no later than ten working days after that service had been completed.

22.4    Claims regarding an invoice must be made by you within ten working days of invoice date.

22.5    All other claims must be made within ten working days of the delivery date, collection date or invoice date (whichever is later).

22.6    You agree and understand that the above timescales within which you must give us advice or submit a claim are reasonable.

22.7    Claims regarding the durability of a product may be made outside of the timescales stated above and shall be within timescales as permitted by law.

LIABILITY

23.1    Where we perform our obligations to rectify defective work, we shall not be liable for any loss (whether actual, consequential, direct or indirect) or third party claims occasioned by the defective work or arising from delay in the performance of any order or of finished goods in transit (howsoever caused). Furthermore, you shall not be entitled to any further claim in respect of the work nor shall you be entitled to repudiate the contract, refuse to pay for the work or to cancel further deliveries.

23.2    Our liability (if any) to you in respect of any particular order shall be limited to crediting its value against any invoice raised in respect of the work or refunding any monies that you have paid to us in respect of that order (whichever is the lower).

23.3    We shall not be liable for any loss (whether actual, consequential, direct or indirect) or third party claims arising from delay in the performance of any order or of finished goods in transit, whether as a result of our negligence or otherwise.

23.4    If you have partially enjoyed any benefit from any goods or services received from us, then our liability in any matter shall be proportionately reduced to reflect the degree of benefit that you have enjoyed.

23.5    Our employees are not permitted to express any opinion as to our liability in any matter or to accept any liability. You agree and understand that an admission or opinion as to our liability in any matter is only valid if it is made in writing and is signed (or carries the name if that notice is given electronically) by one of our directors. Any other verbal or written communication that purports to accept liability is not valid and any offer is made strictly without prejudice to any rights or remedies that we may have.

23.6    Nothing in these terms and conditions shall exclude our liability for death or personal injury as a result of our negligence.

ILLEGAL OR UNLAWFUL MATTER

24.1    We shall not be required to print any matter which (in our opinion) is or may be:

• (a)    of an illegal or libellous nature; or
• (b)    an infringement of the proprietary or other rights of any third party (whether or not this fact was or is known at the time of acceptance of the order); or
• (c)    offensive or in poor taste; or
• (d)    prejudicial or detrimental to the good of our business;

24.2    You shall indemnify us in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary rights contained in any material printed, or work undertaken, for you. The indemnity shall extend to any amounts paid on a lawyer or solicitor’s advice in settlement of any claim.

COMPANY IMPRINT

25.1    We shall not append our imprint to any artwork if you have supplied that artwork digitally in its final form unless we have given you prior notice in writing.

25.2    If we undertake artwork or origination of work for you, we may append our imprint to any work unless you specifically request otherwise. This imprint shall be clearly shown on any proofs submitted to you.

25.3    If any work is required by law to carry the imprint of the printer it shall be for you to make sure that any regulations or requirements are properly and fully met. You shall indemnify us for any failure to notify us of this obligation.

FORCE MAJEURE

26.1    We shall be under no liability if we are unable to carry out any provision of a contract for any reason beyond our control, including (without limiting the foregoing): Acts of God, legislation, war, fire, flood, drought, failure of power supply, mechanical breakdown, lock-out, strike or other action taken by employees in contemplation of furtherance of a dispute, an inability to procure materials required for the performance of the contract, or inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by you.

26.2    During the continuance of such a contingency, you may by written notice elect to terminate the contract but you shall pay for work done and materials used or specifically purchased, but subject thereto shall otherwise accept delivery if an when available.

INSOLVENCY OF CUSTOMER

27.1    For the purpose of these terms and conditions, you are regarded as being insolvent if:

• (a)    you cease to pay your debts in the ordinary course of business or cannot pay your debts as they become due; or
• (b)    being a company, you are deemed to be unable to pay your debts, or have an administration order or a winding-up petition issued against you; or
• (c)    have a receiver, administrator or administrative receiver appointed; or
• (d)    being an individual, partnership or unincorporated body, you commit an act on bankruptcy or have a bankruptcy petition issued against you.

27.2    If you have become insolvent, without prejudice to other remedies we shall have the right not to proceed further with your order and be entitled to charge for work already carried out (whether completed or not) and materials purchased for you. This charge shall be an immediate debt due to us.

27.3    If you become insolvent, all amounts outstanding shall become immediately due for payment.

27.4    If you become insolvent, we may take any goods back and, if necessary, enter your premises to do so or to inspect and/or label the goods so as to identify them clearly.

GENERAL LIEN

28.1    Without prejudice to other remedies, we shall have a general lien in respect of all unpaid debts owing by you on all goods and property belonging to you (including items that you have provided to us) that are in our possession (whether worked on or not). We shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as your agent in such manner and at such price as we think fit and to apply the proceeds towards such debts. When accounting to you for any balance remaining, we shall be discharged from all liability in respect of such goods or property.

DATA PROTECTION AND PRIVACY

29.1    We may hold, store and use information about you in accordance with the Data Protection Act and we may share the information that we hold about you with other group companies.

29.2    We may contact you by mail, fax, telephone or e-mail to inform you of products, offers or promotions that may be of interest to you, or to assist us in ensuring your complete satisfaction with the service we provide.

29.3    You may notify us at any time if you do not wish us to contact you in this way or to share your details with other group companies.

29.4    We may also pass your information to other third parties who may wish to contact you by mail, fax, telephone or e-mail to inform you of products or services that they offer only if you have given your prior consent (either written or electronic) for us to do so.

29.5    We may supply personal information about you to a credit reference agency to assess your creditworthiness, whether or not you have applied for credit facilities.

29.6    If you are a print reseller and you are in breach of contract or you perform any act of bankruptcy or insolvency, we reserve the right to approach your customer and to offer work directly to them, notwithstanding the fact that this will involve advising your customer that you are in breach or default. We will, however, give you written notice of our intention to take this course of action and give you a reasonable opportunity to rectify that breach of contract.

CONFIDENTIALITY

30.1    If you are a print reseller, we will treat any information relating to your clients as confidential and will not approach those clients with a view to gaining work from them. This does not preclude us from sending direct marketing literature to those clients if they are included on a mailing list that we have purchased or acquired from an external source.

NOTICES

31.2    All specifications and notices relied on by either party (or all variations to our agreements that we may notify to you in writing from time to time) shall include a duly authorised signature.

31.2    Any notification or document that is required by these terms to be given in writing may be provided by electronic means in a form that has been approved by us. In such cases, that notification, communication or document need not contain a duly authorised signature, but shall state the name and position of the person responsible for issuing that document.