THOMAS PASHLEY DESIGN – TERMS OF BUSINESS
1. Orders for all products and services
1.1. We supply our customers with a range of print, design, photography, website hosting and website management services and products. Any additional terms that are not mentioned in our Terms of Business relating to our services will be set out in our quotation emails and/or any separate written supply and support agreements.
1.2. All orders are placed under these terms of business (and any additional terms as in paragraph 1.1) which exclude any other terms of business that you seek to impose even though they may be submitted in a later document and/or purport to exclude our terms of business.
1.3. Quoted prices are only valid for 4 weeks. After which, they can only be used as a guide price and you will need to contact us
again to confirm the price.
1.4. We reserve the right, by giving you notice, at any time prior to delivery to adjust the price of the goods or services to take account of any increase in our costs owing to factors beyond our control, including (but not limited to) variations in third party costs.
1.5. No contract comes into existence until we have accepted your order.
1.6. No amendment to these terms of business or any other terms may be made unless expressly accepted by us in writing.
2.1. Unless agreed otherwise, payment is due with your order. If credit facilities are granted, then payment must be received in full within 30 days of delivery of goods / service.
2.2. Time for payment is of the essence. If you fail to pay any sums owing to us by the due date, we may charge you a compensatory fixed sum and statutory interest on the sum due in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended by The Late Payment of Commercial debts Regulations 2002. Interest shall be calculated on a monthly basis.
2.3. As soon as payment becomes due we reserve the right to instruct our solicitors to recover the sums due. If we do instruct our solicitors, you shall on demand and on a full indemnity basis, pay to us all costs and expenses (including, but not limited to, court costs, solicitors’ fees and disbursements and all other out of pocket expenses and any VAT on such costs and expenses) which we incur in connection with any action or court proceedings (including enforcement proceedings) taken by our solicitors to recover the sums due.
2.4. We reserve the right at any time at our discretion to demand security for payment before continuing with or delivering an order or supplying services.
2.5. You do not have the right to set-off counterclaims against the price of the goods or services.
2.6. As soon as payment of any invoice is overdue, we reserve the right not to deliver any goods/services and cease the supply of all support and services until all overdue invoices are paid in full.
2.7. If you have agreed to pay for a service via a monthly or quarterly Direct Debit, you agree to use the services of GoCardless Ltd. No payments will be taken from your account until you have completed the GoCardless Ltd payments form. By completing this and in entering your bank details, you are pre-authorising payments to Thomas Pashley Design and agree to the GoCardless Ltd terms & conditions. Thomas Pashley Design is not responsible for any loss suffered in using this service. Please visit https://gocardless.com for more information and to view their terms and conditions.
3. Orders for Graphic Design Services
3.1. Graphic Design services include: Logo design, design for print and design for digital applications.
3.2. Cancellation: Once an order/quote is accepted and you have signed off your artwork proof (if applicable) cancellation is not permitted as the print service will, at this stage, be deemed as “In Production”. Cancellation will result in full liability for quoted print costs. Once an order for Graphic Design is placed, cancellation is not permitted except where expressly agreed in writing. If we agree to cancel you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
3.3. If you are using your own print provider, Thomas Pashley Design is not responsible if the artwork is printed incorrectly.
4. Orders for Print Services
4.1. Once an order/quote is accepted you will receive a proof (if applicable) of the proposed artwork to be printed for the purpose of checking. This proof may be sent electronically. Once the proof is received you will need to check thoroughly. Thomas Pashley Design is not responsible for the final product in the following scenarios:
• When incorrect artwork is supplied by customer.
• Failure to spot spelling/grammar, colour or images mistakes/errors in the artwork proof
• When incorrect size / print specification is supplied
Once you have checked the proof, if you are happy to proceed, it is your responsibility to notify Thomas Pashley Design by signing off by return email. Reasonably adjustments may be made if you do not regard the proof as correct. If you fail to respond to the proof, you are still liable to pay for the design work. Once acceptance of the proof is received, this is taken as confirmation of order, and production will begin.
4.2. Thomas Pashley Design assumes no responsibility for any of the content you provide for printing. All the artwork/ content you provide must be legally owned by you or by a consenting third party.
4.3. Cancellation: Once an order/quote is accepted and you have signed off your artwork proof (if applicable) cancellation is not permitted as the print service will, at this stage, be deemed as “In Production”. Cancellation will result in your full liability for quoted print costs.
4.4. Late printing. When you receive a quote, a rough estimate of time frame may be specified. Please note this is only an estimate and Thomas Pashley Design cannot be held responsible for costs that you may incur if your printing arrives late. Time is not of the essence in any contract for print services.
4.5. Unless samples have been requested, Thomas Pashley Design is not responsible for the finished product not reaching expectations in terms of colour or thickness/feel of stock chosen.
5. Website Design and Website Management Services
5.1. Although we offer monthly maintenance packages, we offer no warranty or guarantee as to the security of your website, or its freedom from viruses, bugs, hacks or exploits of any kind. If we offer a service to maintain, repair or replace your site in case of security breach, then this offer is on a “best efforts” basis, and we cannot guarantee success in any particular timeframe.
5.2. Thomas Pashley Design is not legally responsible for any of the content on your website. All the content you provide or publish to the site, must be within the law, and legally owned by you or by a consenting third party. You agree to never copy or publish content, including; images, text, music or videos from another website or source without the owner’s permission. You agree that you will moderate content where applicable (eg. an interactive forum), and promptly remove any offensive or illegal content that is published to your site. You further agree to indemnify Thomas Pashley Design against all legal action, including but not limited to claims in respect of breach of copyright, in respect of the content published on the website.
5.3. Prices, payments & cancellation: Thomas Pashley Design website packages all operate on a minimum term contract of 12 months. Our website packages all operate on an annual contract with payments made monthly in advance by Direct Debit, or alternatively, annually in advance by electronic funds transfer. At the end of each 12 month term, the contract will automatically renew for a further 12 month period. After the initial 12 month period, the contract may be terminated by either party by 3 months’ notice. If the contract is cancelled sooner, then you will still be liable for the balance of the first year’s fees.
After the initial 12 month period, we may review the contract price at any time, and must give you 3 months’ notice of any increase. Upon termination, all content will be removed, and if we registered a domain on your behalf, then this may be transferred on written request, subject to the procedures of the registrant or service provider. You will be responsible for paying, in advance, transfer fees of £35 or any sum(s) required by the service provider – whichever is the larger.
6. Intellectual Property
6.1. Ownership of deliverables does not pass to you until payment due under all your contracts with us is made in full.
6.2. Until ownership of the deliverables passes to you:
6.2.1. you hold the deliverables as fiduciary agent and bailee for us;
6.2.2. the deliverables must be stored and marked in such a way as to be clearly identifiable as belonging to us and their date of delivery;
6.2.3. you shall keep a record of the numbers of all serial numbered deliverables; and
6.2.4. the deliverables must be kept in good repair and insured for an amount equal to the contract price.
6.3. Where the deliverables are intellectual property, including (but not limited to) designs or artwork:
6.3.1 We grant you a temporary licence to use the intellectual property which is our copyright
6.3.2 As soon as payment becomes due we may revoke that licence at our sole discretion, by written notice
6.3.4 You agree to then delete all copies of the IP, designs or artwork that are in your possession, or displayed on your website or printed materials, which would otherwise be in breach of copyright
6.4 We reserve the right to re-possess deliverables if any payment is overdue, or if we have any bona fide doubts as to your solvency, or if an administrator, administrative receiver, receiver or a liquidator is appointed in respect of your business, and therefore to re-sell the same. This right shall continue to subsist notwithstanding the termination of any Contract for any reason and is without prejudice to our accrued rights thereunder or otherwise. Once we have served notice that we intend to enforce the right to re-possess deliverables, your right under clause 6.3 to resell any deliverables for which title has not passed shall terminate.
6.5 You hereby grant us, our agents and employees an irrevocable licence to enter upon all or any of your premises with or without vehicles during normal business hours to inspect the deliverables, or recover them pursuant to clause 6.4 above.
6.6 Notwithstanding any provision in this clause 6, we shall be entitled to claim the price for goods, software or services delivered or deemed delivered to you even where property in any deliverables has not passed to you.
7.1. We are not liable to you (whether in contract, tort (including but not limited to negligence) or otherwise) for any loss of profit, production, data, goodwill or business opportunities or anticipated savings or benefits or for any type of indirect, special or consequential loss, even if that loss was reasonably foreseeable or was reasonably in our contemplation at the time of contracting.
7.2. Our total liability for any one claim or for the total of all claims arising from any one act or default (whether arising from our negligence or otherwise) shall not exceed the contract price or in the case of an annual service contract the annual contract price.
7.3. We shall not be liable to you for any loss arising out of your failure to keep any provided passwords (for your website) secure.
7.4. Nothing in this clause is deemed to exclude or restrict our liability to you for death or personal injury resulting from our negligence.
8. Force Majeure
We shall not be liable to you for any failure or delay in the performance of our obligations caused by circumstances beyond our control which would include act of God, war, riot, sabotage, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, government action or regulations, delay by suppliers, accidents, and shortage of materials, or labour.
If any provision in this Agreement is held by any court or other competent authority to be illegal, void or unenforceable, then such provision shall be deemed to be severed, but the validity, legality and enforceability of the remaining provisions shall not be affected.
10. Applicable Law
English law applies to this Agreement and any dispute arising in connection with it is subject to the non-exclusive jurisdiction of the English courts.
These Terms of Business are Copyright Thomas Pashley © 2015-2017, and may not be reproduced or copied in any form without my express consent.