Terms and Conditions
1. 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 exclusive statement of the agreement between RDA Marketing Limited and the customer/client for RDA Marketing to supply work from time to time to the customer/client;
• 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.
RDA Marketing Ltd. provides Advertising, Marketing, design and print broker services and products to its customers.
Any handwritten or typed amendments (or any other defacement) to these terms do not form part of these terms nor an amendment to them and must be disregarded in their entirety.
2. DEFINITIONS
The following words and phrases have special meanings in these terms:
•"RDA Marketing Ltd.", "the Company", "we", "us" or "our" refers to RDA Marketing Ltd., including any other person or company acting as an authorised representative or lawful agent of RDA Marketing Ltd.;
• "Customer", "you" or "your" refers to the person, business or company from whom orders for work are received and with whom RDA Marketing Ltd. enter into a lawfully binding contract;
3. HOW CAN THESE TERMS BE VARIED?
• may only be made if we expressly notify you in writing of a variation to this complete and exclusive agreement;
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.
5. PRICE AND ESTIMATES
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 14 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.
6. 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.
7. PAYMENT TERMS, LATE PAYMENT INTEREST
You must:
• pay all amounts by the date they become due;
• not exceed any credit limit that we may apply to your account;
• make regular progress or stage payments on any order that takes longer than 28 days to complete;
• pay interest on amounts that are unpaid by their due date at a simple interest rate of 24% per annum and calculated on a daily basis from the date of Invoice.
At our sole discretion, we may insist that you:
• pay a deposit or the full amount when the order is placed ;
• make a payment to ensure that you do not exceed any credit limit that may be applied to your account (which shall include orders
placed but not yet invoiced);
We may:
• notify you from time to time of any changes to the dates by which amounts will become due, although any change will not apply to amounts already outstanding.
• add a finance charge to the total value of any invoice representing the interest that would accrue should that invoice be paid one month after its due date. However, if we do so we shall offer a cash discount of an equal amount to the finance charge if you pay the invoice by its due date. You shall indemnify us for the costs involved in pursuing any legal actions against you (including taking the advise of a solicitor or barrister and 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 our offices of business.
8. CANCELLATION OF ORDERS
If you cancel an order after we have commenced work on it, you shall be charged the full order value or such lower amount as we may (in our sole discretion) determine.
9. 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 experimentally or otherwise, shall be charged at our normal rates, work is chargeable whether or not a prior estimate of the price of such work was given to you.
10. COMPUTER FILES AND VIRUSES
You must ensure that:
• computer files supplied to us to be used 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. 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;
• any disks or files supplied are free from computer viruses and you shall 'virus check' all files before their supply to us. This applies whether the files are supplied on computer disk, tape, by direct data transfer (such as by ISDN link) or via the internet.
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.
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 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).
11. PROOFS AND ARTWORK
You are responsible for:
• clearly, concisely, specifically and adequately conveying your requirements to us;
• 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 print/publication of your work.
At your sole discretion you may waive the right to receive a proof, but if you do so we shall incur no liability whatsoever for any errors not corrected prior to printing/publication.
After we have submitted a proof, we may charge extra if:
• you make significant alterations (other than basic corrections) 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.
12. 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 or 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;
• unconditionally license you to use, reproduce or reprint a design or work which we have undertaken for you and for which we own the copyright;
• 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.
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 right agents can accept any responsibility or liability for loss or damage to artwork, photographs, transparencies etc.
13. ILLEGAL OR UNLAWFUL MATTER
We shall:
• not be required to print 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 proprietory 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.
14. COMPANY IMPRINT
We may wish place our company imprint on the back of any printed publications produced by ourselves, unless we are instructed not to by you.
15. PRINT QUANTITIES
We shall:
• make every endeavour to deliver the correct print quantity ordered by you, although because of the processes involved we may sometimes be unable to supply the exact number of copies of any item requested.
16. 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. 20. 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 5 working days;
• returning goods without consent shall in no way extinguish or reduce the your liability to us for full payment of the goods and for late payment interest. We shall not be liable in respect of any claim unless the notification requirements above have been complied with.
17. RESERVATION OF TITLE
Title on any goods supplied shall only pass to you when paid for in full, taking into account any interest relating to late payment. 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. If you subsequently sell the goods:
• you will be acting as our agent subject to these Terms and Conditions;
• we shall have a lien over the money(s) resulting from such sale; expenses arising from the sale, and we shall in no way whatsoever bear any liability from the sale.
18. COLOUR PRINT REPRODUCTION
We will:
• make every effort to obtain the best possible colour reproduction on your work given the limitations of the production process;
• not 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. You must:
• ensure that colour photograph(s), artwork or transparency(ies) etc that are submitted are suitable for the work in hand as we cannot accept any liability for unsatisfactory results caused by unsuitable or inferior photographic originals;
• order a lithographic colour proof, in writing, when placing an order if you require colour reproduction of a specific standard;
• inform us in writing if you wish to check the colour reproduction prior to printing, but this will be charged as an extra.
19. 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, 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.
20. 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.
21. APPLICABLE LAW
These Terms and Conditions and any orders placed shall be made in, governed by, and construed in accordance with the Law of England.
CONDITIONS OF ACCEPTANCE OF ADVERTISEMENTS
In additions to all RDA Marketing Ltd terms and conditions the following conditions of acceptance apply:
While every endeavour will be made to meet the wishes of the advertisers, the agency and the publisher does not guarantee the insertion of any particular advertisement.
1. The agency reserves the right to:
(a) Cancel the order at any time by giving reasonable notice before the next insertion, but in that event the advertise/advertising agency shall not be liable for the payment of the difference (if any), between the rates for the series specified in the order and the usual price for the series of insertions which has appeared when the order is stopped.
(b) Any cancellation costs incurred in relation to media bookings will be chargeable to the client.
(c) Make any alteration it considers necessary or desirable in an advertisement and to require blocks or copy to be amended to meet its approval.
2. The publisher reserves the right to require four day's clear notice of cancellation of any order or unexpired part of an order, or in the case of an advertisement which by reason of it's position is chargeable at premium rate, not less than twenty eight days notice before the insertion or the next insertion on payment of the difference (if any) between the rates for the series specified in the order at the usual price for the series of insertions which has appeared when the order has stopped.
3. The existence of a query on any individual item in an account shall not affect the due date of payment of the balance of the account.
©2008 Copyright RDA Marketing Limited.
|
