General Terms of Business
Version 16.0
Introduction
The following general Terms & Conditions of Contract shall apply to all transactions between Peter Cox Design Studio (the "Supplier") and the person, firm, company or organisation issuing an order, instruction, commission or request for works or services (the "Client").
Definitions
"the website" and "this website" refer to the internet website at www.petercoxdesign.co.uk. "we" or "us" or "our" refers to Peter Cox Design Studio.
Scope
For contracts and commissions which include registration of any domain within the .uk Top Level Domain these Terms and Conditions should be read in conjunction with the PCDS Terms and Conditions specific to Registrar Services and also the Nominet UK Terms and Conditions.
1. Agreement of Terms
No terms or conditions stipulated by the Client shall annul, vary, add to or supplement these terms and conditions except and in so far as they are expressly agreed by the Supplier in writing. Taciturnity or placement of order shall be taken as consent to be bound by these terms and conditions.
2. Instruction to work
The Client shall provide a written confirmation of order or instruction to commence work before any commission is undertaken by the Supplier. A pre-payment of Stage fees may also be required.
3. Preliminary work
Works carried out whether experimentally or otherwise at the Client's request will be chargeable.
4. Cost variation
Cost estimates are based on estimated fees and production costs at the current rates and are subject to amendment by the Supplier on or at any time after acceptance to meet any rise or fall in such costs. Prices quoted can only be approximate and work received on this basis is only accepted on the understanding that the price given is not binding.
5. Incurred costs and expenses
a) Costs incurred by the Supplier for such items including but not limited to typesetting, imaging, illustration, photography, origination, print and other sub-contracted external services in the course of completing the commission shall be subject to a handling fee and the Supplier reserves the right to charge a deposit representing at least 25% of estimated final costs prior to buying in such items on behalf of a Client. The Supplier shall also be reimbursed for all reasonable out-of-pocket expenses incurred at all stages of an assignment. Such expenses will include hotel, travelling and subsistence expenses, excessive use of car, telephone and other communications.
b) Should expedited delivery be agreed and necessitate overtime or other additional costs an extra charge may be made.
6. Invoicing
a) Fees and agreed expenses will be invoiced upon completion and acceptance of project stages or delivery of work to the Client or specified agent.
b) Should work be suspended at the request of or delayed through any cause of the Client for a period of 14 days the Supplier shall be entitled to payment for any work already carried out, costs incurred and for materials specifically ordered for the commission.
c) Where a commission is to last over an extended period the Supplier may invoice the Client on a monthly account basis rather than upon completion of specified stages.
7. Value Added Tax (VAT)
The Supplier shall be entitled to charge the amount of any Value Added Tax payable calculated at the prevailing rate whether or not included on the estimate or invoice.
8. Payment
a) Unless otherwise agreed, in the instance where no credit account is authorised any invoice shall be due for payment prior to or upon delivery of goods or completion of services.
b) Where credit is authorised it shall be to an agreed limit and invoices shall be due and payable within 30 days from the date of delivery of goods or completion of services.
c) The Supplier reserves the right to charge recovery costs and statutory interest on all overdue amounts as defined by the prevailing late payment legislation.
9. Title and General Lien
a) The Client shall not have title in any products or services provided by the Supplier until all debts relating to the contract have been paid in full. Even if the Client distributes or publishes said products or incorporates the products into any other article (hereinafter referred to as "units") as a component part the Client shall be deemed as bailee and trustee for the Supplier (returing the same to the Supplier upon request) until the Supplier's fees are wholly paid and until any other sums whatsoever which are due from the Cient to the Supplier whether under this contract or howsoever otherwise shall have been paid in full without any reduction or deferment on account of any dispute or cross-claims whatsoever.
b) In the event of the Client becoming insolvent and a Receiver or Liquidator being appointed such Receiver or Liquidator shall pay into a separate bank account any sums received from third parties in respect of sales to them of units by the Client up to the amount of any indebtedness of the Client to the Supllier for the sole benefit of the Supplier.
c) Without prejudice to other remedies the Supplier shall in respect of all unpaid debts from the Client have a general lien on all goods in his posession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property as he thinks fit and to apply any proceeds towards such debts.
d) Metal, film, glass and other materials including electronic media and the information thereon used by the Supplier in the course of the commission and production of the final artwork, product or service (the "deliverable") shall remain the exclusive property of the Supplier who shall have the right to dispose of, overwrite, or reuse such items on completion of work.
e) Should the Supplier agree to store any artwork, other materials or electronic files for the Client this shall be for a period not less than two years from completion and after which time such items may be disposed of, overwritten or reused without notice unless agreed otherwise in writing.
10. Proofs
a) Whilst every care will be taken in the preparation of artwork and the like, proofs of all work may be submitted for the Client's approval whereupon they should be carefully checked to ensure that they fulfil and comply with the Client's requirements. Should the Client or his representative not understand the mechanics of the artwork or any technical instructions, notes or references to production processes the Client should ask for sufficient explanation to satisfy themselves that such instructions, notes or references are correct and relevant. Where artwork is approved by the Client by means of facsimlie transmission, by telephone or by sight-unseen instruction the Client must accept full responsibility for any errors in the work.
b) In the event of (10a) above, no responsibility will be accepted by the Supplier for any errors not corrected by the Client.
c) In the event of a clear error being made by the Supplier the Supplier's liability is limited solely to replacement or correction of artwork and/or goods supplied by him.
11. Author's changes
Any subsequent alterations to the Client's instructions as specified are the sole responsibility of the Client and the Supplier shall be entitled to claim from the Client any additional costs together with an increase in fees as shall fairly represent the additional work necessarily undertaken in consequence thereof.
12. Modifications to finished work
No modifications or alterations to any designs or other work completed by the Supplier may be made without the written consent of the Supplier. Any such modifications necessary shall be carried out by or under the supervision of the Supplier and shall be paid for at a rate agreed with the Supplier.
13. Reprints
In the event of any reprints being required these shall not differ in any way from the original design without the consent of the Supplier.
14. Rough work / Preliminaries
In no circumstances may any work in rough form, sketches, scamps, preliminary compositions or visuals and the like be used or published as finished work without the prior consent of the Supplier.
15. Illegal matter and Infringement of Rights
a) The Supplier shall not be required to design or print any matter which in his opinion is or may be of an illegal or libellous nature and if this should occur during the course of carrying out a commission then the Supplier shall not be required or bound to complete such commission or order and shall not be under any liability for the non-completion thereof. The Client shall however be liable for any work done or expenses incurred by the Supplier on behalf of the Client.
b) The Supplier shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter designed or printed for the Client or any infringement of Letters Patent, Registered Design, Trade Mark, Copyright or Third Party Contract.
16. Materials supplied by the Client
a) The Supplier may reject any paper or other form of print stock, material, artwork, photographic material etc. in content or in substance supplied or specified by the Client which appears to be unsuitable. Any additional costs icurred if such materials are found to be unsuitable during the course of the commission shall be charged to the Client.
b) Where materials are so supplied or specified, responsibility for defective work will not be accepted by the Supplier unless this is due to the Supplier's failure to use resonable skill and care.
17. Sub-contract work
The Supplier reserves the right to carry out all or part of any order or commission by sub-contract. This work shall be carried out under the same Terms and Conditions as set out here.
18. Liability of Property
Client's property and all property supplied to the Supplier by or on behalf of the Client shall, whilst in the possession and care of the Supplier or in transit to or from the Client or other destination be deemed to be wholly at the Client's risk and the Client should insure accordingly.
19. Transfer of liability
The Client shall be absolutely responsible for the products commissioned as soon as they have been delivered into the Client's posession. This includes any preliminary or part finished work, models, photographic materials (transparencies, negatives, prints, electronic files and the like), finished artwork or proofs delivered to the Client in the course of any commission and the Client shall be responsible for the necessary replacement of such items and the consequent costs thereof.
20. Force majeure
Should the Supplier be delayed in or prevented from completion of the commission or any part or stage thereof by Act of God, war, civil disturbance, requisitioning, Government or Parliamentary restrictions, prohibition or enactment of any kind, import or export regulations, strike, lockout, trade dispute, difficulty in obtaining services or materials, breakdown of or failure of machinery or tools, fire, flood, drought, accident or any other cause whatsoever beyond the Supplier's control the Supplier shall be entitled to cancel or suspend the contract without incurring any liability for any loss or damage resulting therefrom.
21. Claims and Complaints
No consideration can be given to complaints not made within seven days of completion or delivery of work. Claims arising from damage, delay, or partial loss in transit must also be made in writing to both the Supplier and the Carrier so as to reach them within three days of delivery.
22. Termination
Both the Supplier and the Client shall have the right at any time by giving notice in writing to the other to terminate any contract upon the happening of one or more of the following events:
a) if the other shall fail to make any payment by the due date or remedy and breach of agreed contract
b) if bankruptcy proceedings are commenced against the other whether compulsory or voluntary other than for purposes of amalgamtion or reconstruction or enters into a scheme of arrangement for the benefit of creditors or has a receiver appointed for all or part of any assets or takes or suffers any similar action in consequence of debt
23. Proprietory Rights
a) No proprietory rights of any nature whatsoever shall be deemed to have passed to the Client until such time as the Supplier has received the agreed fee and any interest charged thereupon, but on payment of such fee, copyright and other rights of a like nature will be transferred to the Client as long as the products commissioned, design or other work carried out during the course of the commission are not used for any purpose other than that for which they were originally commissioned.
b) The Client shall not be entitled to assign the benefits of the rights aforesaid without the prior written consent of the Supplier.
c) In the event of the business of the Client or any part of the assets or undertakings thereof being transferred to another person, firm or company, then if such person firm or company shall offer to enter into an agreement with the Supplier on the same terms as specified here then the Supplier shall grant to such person firm or company the same rights as hereby granted to the Client.
24. Exhibition of work
The Supplier reserves the right to exhibit commissioned designs in exhibitions, brochures or other forms of public presentation including websites and to state the name of the Client in connection with such work at any time following completion of the commission with due respect being given to confidentiality and any prevailing 'release' embargoes.
25. Code of Conduct
The Supplier shall at all times endeavour to provide a wholly professional service and be guided at all times by the relevant Codes of Conduct, Standards and trading requirements as published or required by the relevant governing body, industry standard or professional association.
26. Governing law and arbitration
a) These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England and with particular reference to the prevailing Copyright Act.
b) All disputes which may arise in connection with contracts between the Supplier and the Client shall be submitted to an agreed arbitrator.
27. Changes to these Terms and Conditions
Peter Cox Design Studio reserves the right to amend these Terms and Conditions at any time without prior notice.
Peter Cox Design Studio
24.01.2016
