Terms and Conditions
The following terms and conditions will apply to current and each future request for the supply of services and/or materials received by Trebleseven Design Associates from the Client (see definition below) from time to time unless otherwise agreed in writing. The supply of the Goods (see definition below) shall be subject to these terms, which shall take precedence over any terms and conditions of the Client.
1.1. ‘Trebleseven’ means Trebleseven Design Associates Limited, whose registered office is xxxxxxxx United Kingdom, a company registered in England & Wales number xxxxxxxx;
1.2. ‘Brief’ means the written brief describing the Goods, their intended use and any pre-set timings for supply;
1.3. ‘Client’ means the person, firm or company who accepts a Quotation/Proposal of Trebleseven for the supply/sale of the Goods or whose order for the Goods is accepted by Trebleseven;
1.4. ‘Goods’ means the services and/or materials to be supplied by Trebleseven to the Client;
1.5. ‘Job Cost’ means the fee to be charged by Trebleseven for the Goods and which may be specified in the Quotation/Proposal;
1.6. ‘Prospective Client’ means a person, firm or company to whom Trebleseven give a presentation of creative/marketing proposals in order to enable that person, firm or company to consider whether they wish to employ Trebleseven’s services. 1.7. ‘Quotation’ means Trebleseven’s offer to the Client to provide the Goods and which details the price to be paid by the Client;
1.8. ‘Rights’ means all copyright, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights or other intellectual property rights in the Goods, for the full term of those rights, worldwide.
2. Trebleseven’s obligations
3. Price for the Goods
3.2. Trebleseven reserves the right to charge the Client interest at 4% per annum above the base rate of The Bank of England accruing daily on every invoice overdue for payment calculated from the date payment becomes due under the invoice until the date of payment.
3.3. Trebleseven reserves the right to require the Client to pay the total or part of the Job Cost up front before Trebleseven commences any work or continues any work.
3.4. If, for any reason, a job does not proceed to completion, for example (but not limited to) the Client informs Trebleseven that they wish to postpone completion or no longer wish to proceed with the job, then Trebleseven will be entitled to charge the Client for the work done and for any expenses incurred, up to the full amount of the job cost.
3.5. Where services and/or materials are supplied by Trebleseven to a Client, whether or not a formal Quotation has been provided, charges will be calculated mainly by reference to the time actually spent by Trebleseven and its staff in carrying out the work. In relation to any work Trebleseven carries out on behalf of the Client, work will be charged at the current hourly rate as determined by Trebleseven and of which the Client will be advised.
3.6. Subject to agreement to the contrary, accounts should be settled when the bill is rendered.
4. Brief, Goods and changes
4.2. Where a Quotation has been provided, the Client shall confirm to Trebleseven in writing their acceptance of the Quotation either by email, fax or post. In any event the Client shall be deemed to have accepted the Quotation within 3 working days of the Quotation having been supplied to the Client unless the Client has notified Trebleseven otherwise.
4.3. As the Job Cost and any pre-set dates for supply of the Goods will be agreed on the basis of the Brief, any changes to it after the issuing of the Quotation, whether resulting from alterations by the Client, delay in providing Trebleseven with materials, information, instructions or authorisations, supply of faulty materials to Trebleseven by the Client, or any other circumstances beyond Trebleseven’s control, will be subject to extra charges for Trebleseven’s time and work and may involve delays in supply. The Client will pay these extra charges and reimburse Trebleseven for any third party charges or expenses incurred by Trebleseven on the basis of the original Brief.
5.2. Where artwork or other material is sent to the Client for final approval, the Client shall check it carefully and notify Trebleseven by e-mail, fax or post of any errors or alterations. Trebleseven will use its reasonable endeavours to effect any changes so notified but Trebleseven reserves the right to charge extra if any of these alterations either go beyond the original Brief or are notified to Trebleseven more than 3 working days after their supply to the Client. Where notification of errors is either delayed in this way or does not occur at all before publication, Trebleseven will not be liable in respect of any such errors. Trebleseven will also not be liable in respect of errors occurring where the Client either does not pay for proofs or mock-ups or oversees the print and production process or does not allow enough time in the production schedule to check layouts, copy, pagination or other content aspects. Trebleseven cannot guarantee that any or all colours will be exactly replicated in the final version as published.
5.3. There may be a margin of error in the number of printed items supplied by Trebleseven. This margin of error allows for up to 5% of the total quantity of Goods ordered with Trebleseven. Trebleseven accepts no liability for this error and agrees that the Price allows for this error.
6.1.1. does not pay the Job Cost in full by the due date; or
6.1.2. (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
6.1.3. a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
6.1.4. becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
6.1.5. has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
6.1.6. ceases, or threatens to cease, to carry on its business.
6.2. If the Client wishes to use the Goods in ways going beyond the parameters in the Brief it must approach Trebleseven for prior written consent.
6.3. In so far as use of the Goods involves use of third party material, Trebleseven will secure such licence as is necessary to allow the required use of the same.
6.4. Subject to the above and to the rights of any third party, ownership of the Rights shall remain vested in Trebleseven unless and until any assignment or other disposition of the Rights is agreed between the parties in writing.
6.5. For the avoidance of doubt, where Trebleseven makes any presentation to the Client going beyond the Brief, or makes a presentation to a Prospective Client, the Client/Prospective Client shall have no right to make use of any material contained in such presentation unless and until a separate contract is concluded between the parties.
6.6. Use of the Goods as per the Brief may involve the Client in continuing liability to third parties, for example for royalties, licence fees and performance fees. Trebleseven will endeavour to notify the Client of these as soon as practicable during the production process.
6.7. If, during or after the period of use of the Goods envisaged in this contract, the Client wishes to use or authorise another to use any distinctive device or other part of the Goods in ways outside those contemplated in the Brief, Trebleseven will not unreasonably withhold its consent for such use but may make such consent conditional on prior agreement between the parties as to reasonable fees and/or royalties, if so required by Trebleseven.
8. Publicity and examples
9.2. Where expenses are likely to be significant, Trebleseven reserves the right to require the Client to pay the full amount of the expected expense in advance. General out of pocket expenses incurred in supplying the Goods, such as courier charges, travelling and hotel expenses, will be charged by Trebleseven at cost and the Client shall pay the relevant invoices within 14 days of the date of the invoice. Where extra expenses are incurred, either as a result of alterations to the original Brief or otherwise at the Client’s request, the Client shall pay such expenses by way of settlement of the relevant invoices within 14 days of the date of the relevant invoice.
10.2. The Client shall inspect and check the goods immediately on delivery and shall give Trebleseven notice in writing by email, fax or post within 3 working days after the day of delivery as to any alleged defect together with details of the alleged defect. The Client will permit Trebleseven to inspect any allegedly defective goods. Failing such notice, the Client shall be deemed to have accepted the goods and to be liable to pay therefore.
10.3. The risk in Goods shall pass to the Client upon the commencement of supply or transportation to the Client or, where the Client will not accept supply on the date required by Trebleseven, to temporary storage arranged by Trebleseven.
10.4. Where either delivery difficulties or other circumstances necessitate Trebleseven electronically storing any part of the Goods for the Client’s future use, Trebleseven reserves the right to levy storage charges and charges for retrieval from storage, which the Client shall pay within 14 days of the date of the relevant invoice.
11. Trade marks and domain names
12. Rejection or cancellation
14.2. Trebleseven’s liability to the Client in contract law or in tort or otherwise howsoever arising in relation to the contract is limited to Trebleseven’s charges for the Goods.
14.3. Trebleseven will not be liable to the Client for any loss or destruction of software or systems, temporary or otherwise, which occurs following use of the Goods except and to the extent that it is caused by the wilful default of one of Believe ins employees.
14.4. Although Trebleseven will endeavour to ensure that the Goods contain no software routine designed to permit unauthorised access, disable or erase existing software or software contained in the Goods or any data or hardware, Trebleseven shall not, except insofar as it cannot exclude its liability for death or personal injury caused by its negligence, be liable for any damage (physical or otherwise), loss or expense caused either directly or indirectly by use of the Goods. 14.5. Trebleseven shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Goods caused by the supply or specification by the Client of unsuitable material or content or by the reproduction of the Goods by a third party. Where such event could not reasonably have been prevented or controlled by Trebleseven, Trebleseven is not liable to the Client if any hardware or software used in conjunction with the Goods malfunctions, fails or is otherwise unable to communicate with other systems or Internet users (including where computer viruses have caused such failures) such that the use of the Goods is hindered or impeded.
14.6. In any event Trebleseven is not liable to the Client for the following loss or damage, howsoever caused and even if foreseeable by Trebleseven:
14.6.1. economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description;
14.6.2. loss arising from any claim made against the Client by any other person; or
14.6.3. loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the control of the Client.
15. Trebleseven’s status
16. Sub-contracting and assignment
17. Confidential information
18.2. if the other shall fail to make any payment due hereunder within 7 days after the due date, or to remedy any other breach within 30 days after being required to do so in writing,
18.3. if the other shall be involved in any of the situations described at clause 6.1.2 – 6.1.6 above. Such termination shall be without prejudice to the parties’ accrued rights and liabilities, for example, Trebleseven’s entitlement to payment for work done.
18.4 The Client may terminate the Contract by giving 14 days notice. In such circumstances Trebleseven shall be entitled to payment up to and including the stage (as specified in the Estimate) when the notice was received. Trebleseven shall also be entitled to reimbursement of any disbursements committed to by them on behalf of the Client prior to receiving the notice of termination, in respect of which the Client will be invoiced for (as in 3.4).
19. Web Hosting and Domain Names Services
19.2 In the event that Trebleseven host internet files on a server for the Client or provides a domain name for the Client, Trebleseven reserve the right to move those files offline and suspend the Goods and/or Services if any payment is due under the Contract.
19.3 For the avoidance of doubt, Trebleseven reserves the right not to transfer any domain name provided under the Contract to the Client until payment is received in full.