General Terms and Conditions - Pyramid Design

 

Gear

Silverstone

 

Position

Thwaites

 

Perception

DHL

 

Ideas

Balfour Beatty

 

Change

Pyramid Design

 

Values

Bamford Rose

 

Rules

Amadeus

 

Behaviour

Flamingo Land

 

Attitudes

Castle

General Terms and Conditions

1. Pyramid Design (Warwick)‚ÄąLimited is hereinafter called the Company and any individual, firm, company or other party with whom the Company contracts is called the Client.

2. The placing of a written or verbal instruction with the Company to carry out work on the clients behalf confirms an acceptance of the Company’s hourly chargeable rate currently in operation at the time the instruction was placed. The Client will be informed as soon as is practical the level of charge being incurred as a result of this and any subsequent instructions. ¬†The placing of an order verbally or in writing with the Company following a quotation or estimate provided by the Company implies an acceptance of the estimate or quotation provided and these terms and conditions shall be incorporated into any order which the Company accepts and all estimates or quotations are given subject to them. ¬†Qualifications or variation of these terms and conditions in any document or statement of the Client will be inapplicable and not binding on the Company unless expressly accepted in writing by the Company.

3. Formation of contract. ¬†A quotation or estimate issued by the Company is not an offer and a contract shall exist only upon the Company’s acceptance or commencement of execution of the Client’s order. ¬†On the Client‚Äôs acceptance of our quotation/estimate we will issue an Order Acknowledgement to which we will require written acceptance, in the form of either, a purchase order or an email that confirms acceptance of our quotation or estimate and therefore our payment terms. ¬†All preliminary initial concept work carried out, whether speculative, experimental or otherwise, or at a clients verbal or written request, will be chargeable upon completion of the relevant stage following the placement of an order.

4. Where a Client uses Purchase Orders that are required to be recorded on invoices to the client submitted by the Company, the Purchase Order(s) must be provided in writing to the Company within 48 hours of the Client requesting the project to commence, either verbally or in writing thereby agreeing to the estimate(s) or quote(s) provided by the Company. The Company reserves the right to delay the commencement or suspend the progress of any project if a Purchase Order is not provided as required and subsequently this action may effect the ability of the Company to achieve all or some project completion deadlines previously agreed.

5. Cancellation of order by Client.  Written purchase orders or verbal instructions which the Company has accepted may not be cancelled unless the Company consents in writing and as a condition of giving such consent the Company may require payment of such sum as will indemnify it against all loss (including loss of profit) which it may suffer as result of cancellation.

Ownership

6. Unless otherwise specifically stated in writing all designs, visuals, rough layouts, illustrations, photographs or artwork howsoever produced for either speculative or commissioned work shall remain the property of the Company.  The Client does not acquire any right, title or interest in or to any design work,  (including without prejudice to the generality for the aforegoing) any reproduction or promotional rights, and will not make, authorise or permit any use of the particular design work or material made therefrom other than as specified for the original commissioned work. This licence is not assignable or transferable by the Client and may not otherwise be dealt with.

7. Copyright. Unless specific prior arrangements have been agreed between the Company and the Client, copyright for all work prepared by the Company will pass to the Client only in respect of the purpose for which the work was specifically commissioned and on payment in full.  Any use or adaptation by the Client or his associates of copy, design, layouts, artwork, illustrations and photographic materials for any purpose whatsoever in addition to the commissioned purpose shall be deemed to be a breach of copyright and the Company shall be entitled to make reasonable charge for the advantage so gained by the Client.

8. Standing materials. ¬†All materials (in electronic form or otherwise) including copy, layouts, designs, illustrations, photographs whether prints, negatives or transparencies, artwork, typesetting negative/positive films, plates or proofs or any materials supplied by the Company in the course of preparation of speculative work or work commissioned by the Client shall remain the property of, and be retained by, the Company or, in the case of standing materials for printed matter, by the Company’s supplier/printer but at the Client’s risk unless specific prior arrangements have been agreed. ¬†Such items when supplied by the Client shall remain the Client’s property. ¬†All property supplied by the Client to the Company is at the clients risk, unless otherwise agreed and should insure accordingly. ¬†The Company shall be entitled to make reasonable charge for the storage of any Client property. ¬†All design work, visuals, artwork, images, photographs, illustrations and any other material prepared by the Company on computer and stored in digital form will not under normal circumstances be released to the Client or his associates in digital form. ¬†The release of part or whole projects in this form shall not be construed as setting a precedent and shall only be released in respect of a specific use detailed in writing by the Client with the undertaking that the material will be used only in respect of that specified use. ¬†The Client shall only be permitted to proceed with this use on receipt of written confirmation from the Company and on payment in full of any agreed fee. ¬†Normal Copyright conditions remain in force.

Payment Terms

9. All ¬†projects (or ‚Äėstages‚Äô of projects) may be invoiced on a monthly basis or at stages as they are completed, including all purchases from third party suppliers in the furtherance of the project. ¬†The price or prices payable under the contract with the Company shall be payable in the currency in which the project has been quoted and within thirty days following the date of the invoice. If such payment is not made within the said period the Company shall be entitled to interest on any part of the contract price not paid. ¬†All online banking transaction and processing costs shall be borne by the client and shall not be borne by the Company.

This is based on:

The Bank of England base rate at six monthly reference points – 31st December for debts becoming over due between the following January 1st and June 30th – and the rate in force at June 30th for July 1st to December 31st.

The interest rate is Bank of England base rate plus 8% of the gross amount (including VAT) unless a different contractual agreement has been agreed. In addition we may choose to claim compensation for the recovery costs under late payment legislation at the current scales applicable at the time of a payment becoming due.

The Company shall also retain the right not to proceed with the contract or any further work for the Client until payment is made.

10. Without prejudice to any other right in law the Company shall in respect of any unpaid debts due from the Client have a general lien on all goods or property belonging to the Client in the Company’s possession and shall be entitled, on giving not less than seven days notice to the Client, to dispose of such goods or property upon such terms as the Company in its absolute discretion thinks fit and shall apply any proceeds there from towards the payment of such debts.

11. Title to goods supplied shall remain with the Company until the Client has paid the contract price in full. ¬†If payment is made by cheque, the title will not pass to the Client until the cheque has been honoured by the the drawers bank. ¬†If payment in full for the goods has not been made by the due date, the Client is wound up or a receiver appointed over the whole or any part of the Client’s business or an order of execution of distress is levied against the Client, the Company, or authorised persons acting as its agents, shall be entitled to enter the Client’s premises and repossess the goods. The Company shall also, in the circumstances of non-payment of invoices by their due date, have the right to remove or otherwise disable any part or whole website or other electronic communication, for which payment of said invoices is outstanding for more than thirty days beyond the due date. Should satisfactory payment then be made the Company shall have the right to charge at an appropriate value for the length of time taken as required, at the current commercial Company hourly rate, to return the project to its previous status.

12. Insolvency.  If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Company without prejudice to other remedies shall:-

a. Have the right not to proceed further with the contract or any further work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such  charge to be an immediate debt to him and

b. in respect of all unpaid debts due from the Client have a general lien on all goods and property in his possession (whether worked or not) and shall be entitled on the expiration of 14 day’s notice to dispose of such goods of property in such a manner and at such price as the Company thinks fit and to apply the proceeds towards such debts.

c. Shall have the right to withdraw all credit facilities extended to the Client and require immediate payment of any and all outstanding invoices issued by the Company to the Client whether or not they are due for payment.

13. Price variation.  All fee quotations are valid for 90 days from the date of quotation.  Costings for services or goods obtained from third party contractors ie Рphotographers, illustrators, reprographic houses, printers, etc. are valid for thirty days or for a period of time quoted by the supplier whichever is longer, with the exception of direct materials costs which may alter without notice.  Alterations to the specification of a project by the Client may result in additional charges to complete the revised project.  Similarly changes to print specification will incur additional charges.

14. Commissioned work. ¬†Copy, designs, layouts, illustrations, photography, artwork and/or proofs of all work may be submitted for clients approval and the Company shall incur no liability for any errors not corrected by the Client in work submitted. ¬†Client alterations and additional proofs necessitated thereby shall be charged extra. ¬†When style, type, layout, composition of photographs, etc is left to the judgement of the Company or its agents, the Company’s discretion shall be final.

15. Should work be suspended at the request of or delayed through any action, inaction or default of the Client for a period of thirty days the Company shall then be entitled to payment for work already carried out and materials used or specially ordered.

16. Where preliminary or speculative work has been prepared, the Company shall be informed by the Client within a period not exceeding thirty days whether or not the Company has been successful with its proposal and will be commissioned to complete the project.  If the Client has determined that the Company has been selected to complete a project, (whether verbally or in writing) the Company shall be entitled to charge for initial work completed whether there may be a delay in carrying out the remainder of the project or not.

Delivery

17. The Company will use its best endeavours to comply with any dates for despatch or delivery of the goods stated in the contract but such date or dates shall not be taken to be of an essence of the contract but merely a statement of expectation and therefore not binding on the Company.  Non compliance by the Company on such date or dates shall not constitute a breach of contract and the Client shall therefore not be entitled to treat the contract as repudiated nor will the Client be entitled to rescind such contract or any related contract nor claim for any compensations or consequential loss arising therefrom.

If owing to circumstances beyond its control the Company is prevented or hindered from supplying the goods or any part thereof in accordance with the contract further performance of the contract shall be suspended for such time as the Company is so prevented or hindered and the Company shall not be liable to the Client for any loss or damage suffered by the Client as a result thereof.

18. Liability.  The Company shall not be liable to the Client for any loss of profit, production or any other consequential loss or damage which the Client may sustain due to late delivery or non-delivery of any goods ordered by the Client.

Notification of damage, delay or partial loss of goods in transit or of non-delivery must be given to the Company within three days of despatch. ¬†Where work is defective for any reason, including negligence, the Company’s liability (if any) shall be limited to rectifying such defects.

The Company shall not be liable for any direct or indirect or consequential loss or damage which the Client may sustain (whether arising from third party claims or not) occasioned by errors in carrying out the work or by delay in delivery howsoever arising.  Nor shall the Company be liable for indirect third party claim occasioned by delay in completing the work or for any loss to the Client arising from any delay in delivery.

19. Variations in quantity of printed matter. ¬†Every endeavour shall be made to deliver the correct quantity ordered, but estimates and quotations are conditional upon margins of accuracy such as are stated to the Company in the Conditions of trading of the third party supplier selected by the Company to be the printer of the project. ¬†The same to be charged or deducted based on the ‘run on’ unit cost or as specified in the printers conditions of trading.

Legal matter

a. The Company shall not be required to print any matter which in there opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

b. ¬†The ¬†Company shall be indemnified by the Client 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 or personal rights contained in any material printed for the customer. ¬†The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

20. Confidentiality.  All information supplied or provided by the Client to the Company will be treated with normal commercial confidentially, and with normal and reasonable security measures as deemed necessary by the Company.

No liability will be accepted for the release of information however acquired, howsoever stored either in printed, written, online or computer disk form, due to circumstances outside our control, whether stored on our premises, in transit, online or with suppliers employed by the Company in the execution of the project.

21. Force majeure.  The Company shall be under no liability if unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, interruption of access to online services or information, lock-out, strike or other action taken by employees in contemplation or 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 the Company elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

22. Law.  These conditions and all other express terms of the contact shall be governed and construed in accordance with the laws of England.

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Pyramid Design Limited
6 Clarence Terrace
Warwick Street
Leamington Spa
Warwickshire
CV32 5LD

+44 (0)1926 316652

change@pyramid-design.co.uk

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