All work undertaken by Partnership Design (in these conditions referred to as “PDL”) is on terms that the Contracts for such work incorporate these Conditions of Contract in addition to any Special Conditions incorporated in estimates or letters from PDL. No variation in any General or Special Condition shall be incorporated in any Contract unless expressly agreed in writing by PDL.
All estimates or invoices are subject to Value Added Tax at the rate prevailing at the tax point date whether or not such Tax is shown on the estimate or invoice.
2. PRELIMINARY WORK
All design digital executions and artwork undertaken by or on behalf of PDL is chargeable (including experimental work). Copyright remains the property of PDL until the Client makes full payment. Modification to a design or designs must be undertaken by or on behalf of and at the express direction of PDL who will also undertake all necessary finished artwork and coding.
A charge may be made to cover any additional cost involved where copy supplied is not clear and legible.
Proofs whether in the form of designs, artwork, printers’ or digital proofs may be submitted for approval by Clients. If so submitted PDL will have no responsibility for any errors in them which are not corrected by the Client. Clients’ alterations, amendments to colours and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to PDL’s judgment, changes therefrom made by the Client shall be charged extra.
If variation is required by the Client after first or second proofs and these are asked to be made at the time of production on the press (i.e. no further colour proofs being prepared), the onus for the acceptability of the adjustments made shall rest solely with the client. Whilst every endeavour will be made to interpret the instructions no responsibility can be accepted should the adjustments adversely affect other areas of colour or not be to the standard the Client envisaged. It is recommended, therefore, that Clients attend the commencement of production to pass the said adjustment, or further proofs be prepared for acceptability to be charged additionally.
Work commissioned by PDL or on behalf of Clients will be for a specific usage. Additional uses of any kind must be cleared with the photographers to ensure no infringement of either copyright or model contracts. This may incur additional fees.
9. VARIATIONS IN QUANTITY
PDL will take all reasonable steps to deliver the correct quantity ordered but estimates are conditional upon margins of five per cent.
Claims arising from damage, delay or partial loss of goods in transit must be made in writing to PDL and by separate notice to the carrier so as to reach both within three days of delivery and claims for non-delivery so as to reach both within twenty eight days of despatch of the goods. Any other claims must be made to PDL within twenty-eight days of delivery. PDL shall not be liable in respect of any claims made outside these periods. Where goods are accepted from a carrier without being checked the Delivery Note of the carrier must be signed “Not Examined”.
11. DELAY IN TRANSIT
PDL shall not be liable to any loss to the Client arising from delay in transit not caused by PDL.
12: STANDING MATERIAL
13. CLIENTS’ PROPERTY
14. MATERIALS SUPPLIED BY THE CLIENT
15. BANKRUPTCY, INSOLVENCY ETC
If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due then PDL shall (a) have the right not to proceed further with the Contract and be entitled to payment for the value of the work already carried out (whether completed or not) and materials supplied, and (b) in respect of all unpaid debts due from the Client have a general lien on all goods and property in their possession (whether worked on or not) and shall be entitled on the expiration of fourteen days notice to dispose of such goods or property as they thing fit and to apply any proceeds towards such debts.
16. ILLEGAL MATTER
17. FORCE MAJEURE ETC
PDL shall be under no liability if they shall be unable to carry out any provision of the Contract for any reason beyond their control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract. During the continuance of such a contingency the Client may by written notice to PDL elect to terminate the Contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
18. PRINTERS CONDITIONS
In so far as work undertaken for any Client involving engagement by PDL of any printer (whether or not the engagement of the printer has been specifically disclosed by PDL) the standard conditions and recognised customs of the printing trade shall be deemed to apply to that part of the Contract undertaken by any such printer and (without prejudice to the generality of the foregoing) PDL shall have no liability in respect of any delays for which under such standards conditions and recognised customs the printer is not liable.
19. LIMITATION OF LIABILITY
Except a claim which relates to death or personal injury, PDL’s aggregate liability in tort and/or for breach of contract and/or for misrepresentation and/or for breach of statutory duty in connection with the work shall not exceed the greater of (1) the sum paid to (and to be kept by) PDL for the goods/services in relation to which such liability may have arisen and (2) the amount of insurance cover actually provided to PDL to meet the claim. PDL shall have no liability in any case for loss of revenue, profit, interruption with business or indirect or consequential loss.
These conditions and all other express terms of the Contract shall be governed and construed in accordance with the Law of England.