**General** These terms: * are written in plain and easy-to-understand English and should be read using the ordinary everyday meaning; * should not be construed in any way as to try and give a word, phrase or expression a different meaning to the ordinary everyday meaning; * are a complete and an exclusive agreement between Prints Regent Ltd and the Customer for Prints Regent Ltd to supply products or services to the Customer; * supersede all understandings or prior agreements, whether written or oral, and all representations or other communications; * apply whenever business is conducted between us both; * in no way confer on any third party the right to enforce any of the terms of this agreement in accordance with the Contracts (Rights of Third Parties) Act 1999. The Customer is therefore deemed to be knowledgeable about such additional terms and cannot rely on ignorance or doubt as a defence in any dispute or question that may arise. Any handwritten or typed amendments (or any other defacement) to these terms do not form part of these terms nor any amendments to them and must be disregarded in their entirety. **Definitions** The following words and phrases have special meanings in these terms: “Prints Regent Ltd”, “the Company”, “we”, “us” or “our” refers to Prints Regent Ltd including any other person or company acting as an authorised representative or lawful agent of Prints Regent Ltd; “Customer”, “you” or your” refers to the person, business or company from whom orders for work are received and with whom Prints Regent Ltd enter into a lawfully binding contract. **Variations to these terms** Variations to these terms and conditions: * may only be made if we expressly notify you in writing of a variation to this complete and exclusive agreement; * shall not apply to any order that is in progress. Any proposed alternative terms or a proposal to vary these terms in any form submitted by you (for example, on your purchase 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. **Prices, estimates and orders** We will: * provide you with an estimate of the price to be charged for a particular order if you request one before an order is placed; * provide such estimates based on our current costs of production; * try to ensure that an estimate is valid for 28 days, although we may amend any estimate if it is necessary to do so. It is your sole responsibility to: * request an estimate before placing an order; * confirm any price before placing an order and to eliminate any doubts you may have over the accuracy of any price before placing an order (including prices printed in any literature or published electronically). If, however, a price has not been expressly agreed at or before the time an order is placed we shall charge you in accordance with our normal pricing structure and you shall not subsequently dispute the price charged. Estimates that we supply are not offers to enter into legally binding contracts, but are merely indications of the price that we charge to undertake a particular type of work. 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 purpose. **VAT and other taxes** All estimates given and orders accepted will be on a basis that excludes Value Added Tax (VAT) or 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. **Payment terms and late payments** Where credit terms have been agreed in writing, your first order with us must be paid in full before delivery/collection. Subsequent orders are strictly payable 28 days from date of invoice. Debts over 31 days old will be passed on to a debt collection agency where you will incur a late payment fee, according to government legislation 7/8/2002. In addition, the cost of their service will also be added to your account without further notice. You must: * pay all amounts by the due date they become due; * not exceed any credit limit that we may apply to your account from time to time; * make regular progress or stage payments on any order that takes longer than 28 days to complete; * pay any penalty charge and/or interest and/or debt collection fee applied to your account as a result of a late payment. At our sole discretion, we may insist that you pay a deposit or the full amount when the order is placed or at some time before the goods are delivered or collected. You shall indemnify us for the costs involved in pursuing any legal or debt collection actions against you (including taking the advice of a solicitor or barrister, charges made by a debt recovery agency, or time spent and costs incurred by our employees and/or directors in preparing and pursuing that legal action) to recover monies owed by you or from any third party who has given a guarantee or indemnity against any amounts owed by you. You also agree that any legal proceedings shall be dealt with by an appropriate Court of Law whose geographical location shall be of our choosing and which shall be within the locality of one of our offices or places of business. When payments are made via PayPal, you will not initiate any PayPal chargebacks in an attempt to secure a refund, and you recognise that any attempt to do so would constitute a violation of these terms. If there is any dispute regarding a product or service, and any refund is due, we will initiate a credit to your account. Any effort to initiate a chargeback would therefore be construed as an act of fraud. **Cancellation of orders and dormant projects** If you cancel an order after we have commenced work on it, you shall be charged at the full order value or such lower amount as we may (in our discretion) determine. Should an order be suspended or delayed at the request or by default of you for a period of 90 days, we shall be entitled to payment for work already carried out, materials specially ordered, and any other additional costs incurred including but not limited to storage. On-going Orders which reach an age of 90 days old will be charged for work carried out up to that point. **Preliminary work** You may request that we carry out some form of preliminary work before agreeing to place a firm order. All work carried out at your request, whether experimental or otherwise, shall be charged at our normal rates. Such work is chargeable whether or not a prior estimate of the price of such work was given to you. **Computer files and viruses** You must ensure that any data or media supplied is free from computer viruses and you shall “virus check” all data files before their supply to us. This applies whether the files are supplied in a physical format or online. You will indemnify us against: * 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); * any claims, costs and expenses arising from infection with such a virus, including any amounts paid on a lawyer or solicitor’s advice in the settlement of any law claim (including with a third-party to whom a virus may have spread). **Proofs, artwork and errors** We advise you to have a proof and to check everything thoroughly. This includes but is not limited to type and picture content, colours, sizing, typefaces and spacing. For printed matter, we advise a set of colour separated proofs for colour work, which make technical errors easier to spot such as incorrect overprint settings and “full colour blacks”. You are responsible for: * clearly, concisely, specifically and adequately conveying your requirements to us; * ensuring that any originated artwork is suitable and adequate for your needs and purposes; * thoroughly, properly and completely checking any proof for errors or omissions; * clearly marking any necessary amendments on a proof; * giving us your complete and absolute approval of a proof in a written form that has been approved by us, and giving us authority to proceed to completion of your work. If you inform us in writing that you intend to waive the right to receive a proof (and we agree that a proof will not be provided), we shall incur no liability whatsoever for any errors not corrected prior to printing. Similarly, items which are offered on either a Next Working Day service or Two Working Say service, will not be supplied a proof due to the extreme urgency of the work. Your placing of such an order is your acknowledgment of this and that you indemnify us from any errors not noticed prior to commencement of work. After we have submitted a proof, we may charge extra if: * you make alterations or changes to the original concept design or content, and these changes necessitate additional work by us; * you change the style, type or layout if you had previously left it to our judgement and discretion; * you ask us to supply additional proofs. We will not be liable for consequential loss or damage as a result of errors on our part to any item supplied by us, which is a result of you not checking the item before using it. We will however replace any defective item supplied by us free of charge. **Copyright, working materials and customer’s property** We shall: * exclusively own the copyright in any artwork produced by us, including the copyright in the way in which a work is presented or designed and in 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 and alterations are slight or incidental in nature and do not change the substance of the original design); * exclusively own all working materials (files, disks, papers, bromides, plates etc) used to create or maintain work which we have undertaken for you; * be permitted to use a facsimile or copy of your work in any promotional material that is produced with the sole intention of 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, but we shall not re-sell your work. Trade customers are required to pass this information to their clients as any breach will be handed to our legal representatives. This includes but is not limited to reproduction of any artwork in local newspapers and magazines as advertisements, and logos and designs subsequently used on websites not produced by us. We shall not: * own the copyright in the content of any material not created by us; * own the copyright in any proprietary logos, text, illustrations or photographs supplied to us by yourselves or other third-party copyright holders; * be obliged at any time to give our working materials (files, disks, papers, bromides, plates etc), or a copy of them to you; * be obliged to maintain copies of artwork or work which we have undertaken for you either in a computerised format or in a hard copy format. You shall: * not use a copyrighted design or work which we have undertaken for you to produce a new or subsequent issue (or an amended past issue) without our prior written permission; * be 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. 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. **Illegal or unlawful matter** We shall: * not be required to publish any matter which, in our opinion, is or may be of an illegal or libellous nature, 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 which may be prejudicial or detrimental to the good of our business; * be indemnified by you 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 published, or work undertaken by you. The indemnity shall extend to any amounts paid on a lawyer or solicitor’s advice in settlement of any claim. **Company imprint** We shall not append our imprint to any artwork if you have supplied that artwork digitally in its final form. If we undertake artwork or origination work for you, we may not append our imprint to any work unless you specifically request otherwise. We may add our company name to your website as the copyright holder or producer unless you specifically request us not to. 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. **Materials supplied by the customer** If you supply any materials (paper, plates, data files, etc) to be used in the production process, we may: * reject any of those materials supplied or specified by you which appear to us to be unsuitable; * charge for additional costs incurred if materials are found to be unsuitable during production; * take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified. Materials supplied shall be in quantities as we shall agree with you, but must always be adequate to cover both normal and possible abnormal spoilage during the production process. Materials which are not used shall be returned to you when the job is complete and, where possible, shall be in the same state and condition as when they were originally supplied to us by you. You shall pay any additional carriage charges which we have to incur to return those unused materials to you. **Quality of work** In accordance with the Sale of Goods Act we must supply goods which are of a “satisfactory quality”. This is defined by the Act as being a “standard that a reasonable person would regard as satisfactory, taking account of the description of the goods, the price (if relevant) and all the other relating circumstances...the quality of goods includes their state and condition and the...fitness for all the purposes for which goods of the kind in question are commonly supplied (and their) appearance and finish...” You shall: * 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; * ask to be given samples of similar work produced by us and materials used to help you assure yourself of the standard of our work; * be entitled to reject any work that is clearly defect, sub-standard and which does not comply with the requirements of the Sale of Goods Act as regards the description and the quality or fitness of those goods, although you shall not reject goods in any instance where the goods are not of a “satisfactory quality”, when that failure is so slight that it is not reasonable to reject them. You shall not be entitled to: * reject any work because, in your opinion or in the opinion of another third party, the standard of our work produced may not be similar to that of any other particular supplier; * reject goods in cases where you have supplied copy, artwork or computer files which were not “suitable for the the purpose intended” and where we did not realise that those files were not suitable before publishing or on production of the goods or services. The use by you of any of the goods or work supplied, or any part of those goods or work, 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. **Delivery or collection of goods** If we are required to deliver goods we shall: * despatch the goods within a reasonable time after the work is completed; * 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. If we are required to deliver goods you shall: * accept delivery of goods when tendered; * be charged for that delivery unless the price agreed for the work includes delivery charges, although you shall always be charged extra for expedited delivery; * ensure that the goods are adequately insured during transit, although if you 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; * 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). For the purposes of the Sale of Goods Act: * carriage arranged by us shall be on your behalf and delivery to you is deemed to have been made (for the purposes of the Act) when we give the goods to a carrier; * the place of delivery shall be our premises at which the finished goods are made ready for collection or despatch. * If we are not required to deliver goods, you shall collect the goods from our premises upon notification that they are complete, and by appointment only. 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. **Liability arising from delay** We shall not be liable for any loss (whether actual or consequential) arising from delay in the performance of any order or of finished goods in transit. Time shall not be the essence of any order notwithstanding any action by us that purports to guarantee a delivery or collection time or date. Time-sensitive or dated material does not in itself make time the essence of any contract, and you have a responsibility to allow sufficient “slack time” when you place any order to allow for any delay that may occur. **Claims and queries** All claims and queries: * regarding the goods supplied (including shortages, errors etc) must be made by you in writing in a form specifically approved by us, and must be submitted to us within three working days of the date of delivery or collection; * regarding an invoice must be made by you within ten working days of invoice date, and queries regarding non-delivery must be made by you within five working days of the invoice date; * will not normally be entertained unless they are made within these time limits; * may only be made outside these time limits in instances where it is not possible for you to comply with the notice requirements provided that advice (where required) is given to us and the claim is made as soon as reasonably possible. The inability to check the goods supplied by reason of lack or insufficient manpower or suitably qualified or authorised personnel within your organisation is not a valid reason not to comply with these time limits. If you have the right to reject any goods: * you must firstly obtain our written consent and then return those goods in their entirety to us at your expense within five working days; * returning goods without consent shall in no way extinguish or reduce your liability to us for full payment of the goods and for late payment fee/interest. We shall not be liable in respect of any claim unless the notification requirements above have been complied with. In addition, any claim or counterclaim made against us in a Court of Law must be commenced by you within six months of the date on which we provided a service to you, dispatched goods to you or on which goods were made available for collection. **Retention of title** Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with us until we have received full payment of the full price of: * all goods and/or services the subject of the invoice and * all other goods and/or services supplied by us to you under any invoice or order whatsoever. Payments of the full price shall include, without limitation, the amount of interest or other sum payable under the terms of this and all other contracts between us and you. Until title to the goods passes you shall: * keep the goods secure, in good condition and adequately insured; * not use the goods supplied to form part of, or be used in the manufacture of, any other product not specified by us in writing; * keep the goods separately in such a way that they may be identified or retrieved; * grant us the right to enter your premises to take back the goods, which we may subsequently resell where possible, in the event of overdue payment or any insolvency proceedings against you. If you subsequently sell the goods: * you will be acting as our agent subject to these Terms and Conditions of Business; * we shall have a lien over the money(s) resulting from such sale; * you shall indemnify us from any costs or expenses arising from the sale, and we shall in no way whatsoever bear any liability from the sale. **Force majeure** 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, acts of foreign enemies, acts of terrorism, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority, legislation, war, fire, flood, draught, failure of power supply, mechanical breakdown, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute, or an inability to procure materials required for the performance of the contract. 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 specially purchased, but subject thereto shall otherwise accept delivery if and when available. **Insolvency of customer** Without prejudice to other remedies, we shall have the right not to proceed further with any order and be entitled to charge for work already carried out (whether completed or not) and materials purchased for you if: * you cease to pay your debts in the ordinary course of business or cannot pay your debts as they become due; or * 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 * being an individual, partnership or unincorporated body, you commit an act of bankruptcy or have a bankruptcy petition issued against you. This charge shall be an immediate debt due to us. **Applicable law** These Terms and Conditions of Business and any orders placed shall be made in, governed by, and construed in accordance with the Law of England.