Terms & Conditions

Clients

Last updated: 30/07/14

Acceptance of our quotation/proposal will act as acceptance of the following terms and conditions and a contract under English law will exist. Please ensure you read and fully understand each of the points listed below. Please contact us if anything is not clear to you.

1. Fees and charges

1.1 All costs provided exclude VAT where applicable and are valid for thirty days from the date of the quotation unless otherwise agreed.

1.2 The estimated costs are guide prices calculated from the anticipated time that will be required for the creative and production requirements and they are based on extensive previous experience. They are also based on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be payable if there are significant variations to this usual process, although we will notify the client well in advance of this likelihood. Charges are unlikely to deviate from those quoted unless requirements change significantly.

1.3 No creative or development work will commence until the agency has received written approval of the estimated costs (via email or by hand). In some circumstances for digital projects we will require stage payments or a minimum deposit of 50% of the agreed costs (unless otherwise agreed in writing). This ensures that the agency is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion.

1.4 Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on delivery of printed items, publishing of website, sending of e-shot etc.): failure to make final payment at this point may result in delays in project delivery.

1.5 If a quotation has been provided where a job will be approached in ‘stages’, each will need to be paid in full on stage completion, before the agency is able to progress the project further.

1.6 If any project exceeds the estimated timeline agreed or extends beyond twelve weeks from approval of quotation (whichever occurs first), the agency reserves the right to invoice 50% of any outstanding balance, with the remaining 50% payable on completion.

1.7 Any printing, fulfillment, mailing or third-party services that are provided by the agency will require a minimum up-front payment of 75% of the agreed cost (this figure will be at the discretion of the agency and may in some cases be as much as 100%). Please note that the agency will be unable to proceed to this stage without receipt of or proof of this payment.

1.8 Unless otherwise stated above or previously agreed in writing, all invoices are due within 30 days of any invoice date. Please note the above points and how this could have an impact on timescales.

1.9 Unless otherwise agreed in writing, work will usually commence within ten working days of the acceptance of the estimate. Any anticipated completion date provided by the agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc.) and approval. The agency will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amends requested, or additional requirements may potentially result in delays. Time lines provided are estimated but the agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure.

1.10 Costs provided allow for presentation of a minimum of two creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, the agency will develop a further round of additional creative development and presentation. If after this third round there is still no agreement on direction, the agency reserves the right to potentially bring to an end any agreement with the client with no refund of deposit or payments made previously.

1.11 Costs provided allow for a maximum of three sets of client amends after which time additional charges may become payable, although the client would be made aware of this in advance.

1.12 Costs provided allow for occasional meetings at key stages for a reasonable length of time between the agency and client. Some meetings may incur additional charges for time spent, although the client would be made aware of this in advance.

1.13 At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website etc.) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until the agency is in receipt of written approval confirmation. Any amends to work after signed approved may incur additional charges for further time spent, although the client would be made aware of this in advance.

1.14 Unless otherwise agreed in writing, projects are subject to a ‘standard disbursement charge’ to cover anticipated costs for in-house colour printing, travel, postage etc.

1.15 Unless otherwise specified, costs quoted exclude the following where relevant: VAT; print; commissioned illustration, photography or stock images; image retouching; image scanning; copywriting; postage, in-house colour print-outs and travel exceeding that allocated within the ‘standard disbursement charge’ above; web hosting; couriers; other third-party costs incurred (such as payment gateway charges) etc.

2. Client’s Duty to Provide Information

2.1 The Client will be an expert in its field and on its services/products. Accordingly it is our clients responsibility to provide Bell with the information that it needs on such matters (including information about any relevant laws, regulations or codes of practice) and Bell will rely on this information and will not be held responsible if it is incomplete or inaccurate.

2.2 The Client shall be solely responsible for providing Bell with all necessary information concerning its goods/services, the Service (including the scope of use required), the market and generally (including details of any relevant laws, regulations and/or codes of practice) Bell shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience in its industry sector and the manufacture, processing and packaging of its goods/services is vital in this regard.

3. The use of preferred suppliers

3.1 The agency recommends that clients use our preferred suppliers for print and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted print suppliers and provide a complete management service: from print sourcing to print-liaison to proof checking. Although clients are not contract-bound to use the agency to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own print supplier, the agency will simply provide artwork directly to the client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.

2.1 In addition to print suppliers, the agency works closely with a whole host of specialist creative support services and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.

4. Colour reproduction

4.1 Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g. the agency printer, the client’s printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc.) used, individual preferences (ambient light, personal computer settings etc.) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘wet-proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the client accepts there may be inconsistencies across work produced, this step may not be necessary. The agency does not accept any responsibility for colour variations as a result of these indeterminate factors.

5. Intellectual property and ownership

5.1 Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of Bell. Full copyright and ownership of all ‘commissioned’ work will reside with Bell until full payment has been received, at which point the agency will surrender to the client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing and the agency’s right to use the work for self promotion in its portfolio, in presentations, in advertising, in print and online.

5.2 Bell will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to the agency. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.

5.3 If requested, the agency will (at its discretion) provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc.). However the agency does not by default (and possibly without further charge) provide clients with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any working or development files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with Bell for non-exclusive future use.

5.4 The agency will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.

5.5 The client agrees to indemnify Bell and keep the agency indemnified and hold the agency harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The agency is not liable for any loss that may occur before, during or after the development of projects undertaken. The agency will not be held responsible for any delays, errors or losses arising from any third party.

5.6 As a result of a termination prior to the completion of a project, the client will receive any rights in any of the design material/concepts on the table at that point

6. Digital projects and digital copyright

6.1 Other than open source code used in the creation of apps or web projects, in all normal circumstances the copyright for bespoke code used in the creation of proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations, will remain the property of Bell unless otherwise agreed.

6.2 The client agrees to alert the agency in writing to any defects or problems in relation to work and services provided, within 30 days of the final invoice date. The agency will not be liable for any claims made after this period.

6.3 The agency offers a web hosting service to host the websites we have built for our clients. This is recommended in order to ensure ongoing quality of service and is a mandatory requirement for websites incorporating a content management system (CMS) or e-commerce system. Although the standard of our hosting packages are high, the agency is unable to guarantee 100% up-time (as no web host would) nor accept any responsibility for any error, omission or misrepresentation in relation to the websites hosted or for any loss, damage, cost or expense (whether direct, indirect, consequential or otherwise) suffered by any user of the websites hosted. The agency makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall the agency, its employees or agents be liable for any direct, indirect or consequential damages resulting from the hosting of websites on our servers.

7. Cancellation of work

7.1 The client has in most circumstances the right to terminate the contract at any point provided that they pay for the services actually provided and reimburses Bell any costs incurred, such as the cost of studio time etc. scheduled that cannot be cancelled.

8. Resolution of disputes

8.1 If any dispute arises between the parties whether concerning a particular contract or any other matter relating to dealings of the client and Bell, the parties shall meet and use all amicable and constructive means to settle their differences (including formal mediation through the appropriate recognized body) before recourse to law.

9. Delivery

9.1 The delivery times of the Service stated by Bell are reasonable estimates and the team at Bell will do everything within its power to meet this schedule but please be aware that amends requested, or additional requirements may potentially result in delays. Therefore any anticipated completion date provided by the agency is subject to options chosen and client co-operation in provision of information, resource (logos, images etc.) and approval. Timelines provided are estimated but the agency will not be held liable if the project over-runs due to delays caused by the client passing information or approval, or any third party issues or force majeure (act of God).

10. Recognition

10.1 Appropriate credit and acknowledgment for work produced by the agency should be attributed to Bell where possible e.g. written in small text on the back of a printed item or at the bottom of a website and may be referenced for the agency’s promotional purposes unless otherwise prearranged with the client.

These terms and conditions of business supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing. Bell reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.

Suppliers

1. Application

These terms and conditions apply to and form part of all purchase orders issued by Bell Integrated Communications Limited (“BELL “) for the purchase of goods and/or services. The supplier of any goods and/or services (“the Supplier”) is deemed to have accepted these terms and conditions by supplying the goods and/or services to BELL or by accepting any payment with respect to the goods and services. If there is a contract in place between BELL and the Supplier, the terms of the contract will prevail to the extent of any inconsistency with any provision of these terms and conditions.

2. Orders

2.1 Goods/services should only be provided after the supplier has received a formal purchase order from BELL . BELL will not be held liable for any goods/services provided prior to the issuance of a valid purchase order by BELL .

2.2 An order is deemed to have been accepted by the Supplier unless BELL is advised to the contrary in writing within seven days of the date shown on the order.

2.3 BELL shall have the right to cancel an order without liability unless accepted by the Supplier within 14 days of the date of the purchase order.

2.4 Any change to a purchase order must be put in writing and agreed and accepted by both BELL and the Supplier.

3. Supply

3.1 The date and address of delivery of goods and the provision of any services shall be as specified in the purchase order unless otherwise agreed in writing between BELL and the Supplier. Delivery shall be made between the hours of 8:30 am and 6:00 pm Monday to Friday, except for bank and public holidays unless otherwise agreed.

3.2 The goods supplied by the Supplier shall:

• be of good and merchantable quality
• be fit in every way for the purpose for which they are intended
• if purchased after the review of a sample, comply in all respects with the sample and shall not incorporate any modification or variation without express written approval from BELL
• be of a good and proper standard of workmanship

3.3 The Supplier shall, upon receiving notice from BELL , replace or repair, free of charge, any goods damaged or lost in transit. The delivery of the goods in such instance will not be deemed to have taken place until replacement or repaired goods have been delivered by the Supplier to BELL

3.4 BELL will not be charged by the Supplier for any packing materials unless such charge is expressly agreed in writing in the purchase order.

3.5 The goods and/or services supplied by the Supplier shall comply with all applicable laws and regulations, including but not limited to product standards and safety for the goods and/or services.

3.6 The Supplier must comply with the timing, method and quantity requirements for the delivery of the goods and/or supply of services ordered.

3.7 The goods supplied by the Supplier shall be suitably packed and prepared for shipment so as to secure the goods against damage.

3.8 The goods and/or services must pass BELL ‘s quality control inspection and the Supplier agrees to allow BELL ‘s inspectors access to the Supplier’s premises for the purposes of quality control inspection.

3.9 If a breach of any essential provision of the purchase order occurs, the Supplier will be in default and BELL can take the steps described in these terms and conditions, in addition to any remedies available at law, to remedy the default.

3.10 Within 180 days of the final date for payment of any amount due to the Supplier, BELL will give notice to the Supplier of any amounts of the actual cost claimed by the Supplier that BELL either objects to and is seeking to withhold or of any amounts that BELL is owed by the Supplier (including any amounts previously overpaid to the Supplier) which BELL is seeking to withhold. Any notice will set out the sum or sums proposed to be withheld, the ground or grounds for withholding payment and the amount attributable to each ground.

4. Title

Property in the goods shall pass to BELL on the earlier of delivery or payment of the purchase price, without prejudice to any right of rejection which may accrue to BELL in relation to the purchase order.

5. Remedies

5.1 Where the goods delivered are defective in design, function, material or workmanship, or damaged, BELL shall have the right to notify the Supplier and in addition to any other rights available to BELL at law, require the Supplier to:
• (a) carry out necessary repairs to the goods to correct such defect;or
• (b) return the goods to the Supplier for, at BELL ’s election, a credit, repair or replacement.
The costs of BELL exercising either of these options shall be at the Supplier’s expense.

5.2 Where there is any breach of these terms and conditions in relation to the services provided by the Supplier, BELL shall have the right to notify the Supplier and in addition to any rights available to BELL in law, require the Supplier to:
• (a) supply the services again; or
• (b) meet BELL ’s costs in having another party supply the services again.

5.3 If the Supplier:
• (a) is late with any delivery of goods or provision of any services, BELL or
• (b) if the goods and/or services supplied pursuant to the purchase order are not of the standard required by BELL in section 3 of these terms and conditions, BELL shall be entitled, in addition to other remedies available within these terms and conditions, at law, or specified in the purchase order, to cancel the delivery of the goods or provision of the services (as applicable) and any other goods or services not yet supplied and be paid compensation by the Supplier for any costs and losses involved, including the credit, replacement, repair and freight of the goods (where applicable).

5.4 Where delays by the Supplier impacts BELL ’s ability to supply BELL ’s customers, BELL may seek to claim compensation from the Supplier for losses sustained.

6. Warranty and Indemnity

6.1 The Supplier warrants that:
• (a) the Supplier has the right to and shall supply all goods free from any charges, liens or other encumbrances;
• (b) the Supplier shall not sub-contract or otherwise arrange for another person to perform any of its obligations under these terms and conditions without the prior written consent of BELL ;
• (c) All services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for BELL to expect in the circumstances;
• (d) The Supplier will at all times maintain insurance with a reputable insurance company against all liability in the provision of the goods/and or services under these terms and conditions, and on request produce evidence of purchase of, the following insurance on an occurrence basis:
• (i) Public and product liability insurance with a minimum coverage of £3 million for each occurrence of bodily injury and property damage; and
• (ii) Workers compensation, employee liability and comprehensive motor vehicle insurance; and
• (e) The Supplier will be insured in respect of potential liability, loss or damage arising at common law or under any statute in respect of claims for property damage, personal injury, public liability and professional indemnity relevant to the performance of the Service Provider’s obligations pursuant to the purchase order.

6.2 The Supplier indemnifies BELL and keeps BELL indemnified from and against any claim, demand, cause of action, damage, loss, consequential loss, cost, expense (including legal expense) made against or suffered by BELL arising out of or in connection with or as a result of:
• (a) the goods and/or services supplied or to be supplied under this purchase order;
• (b) any actual or threatened infringement of a third party’s industrial and/or intellectual property rights relating to the goods; and
• (c) BELL breaching contracts or arrangements it has entered into in reliance upon the acknowledgement and acceptance of the Supplier in clause 1 where the Supplier, for whatever reason, fails to comply with these terms and conditions or the conditions of the purchase order.

6.3 The Supplier will at all times maintain a business continuity and/or disaster recovery plan and provide evidence when requested by BELL .

7. Termination

7.1 The purchase order may be cancelled by BELL in the event of the Supplier at any time failing or being unable to comply with any of the terms or conditions either express or implied in relation to the sale of the goods or supply of the services in any way.

7.2 The Supplier may terminate this purchase order forthwith by written notice to BELL if:
• (a) a receiver, official receiver, liquidator, provisional liquidator, official manager, agent, receiver and manager or similar officer is appointed or application is made to a court for the appointment of such a person to the Supplier;
• (b) the Supplier enters into or resolves to enter into a scheme of arrangement or composition with or assignment for the benefit of its creditors or it proposes a reorganisation, moratorium or other administration involving its creditors or resolves to wind itself up or otherwise dissolve itself or give notice of intention so to resolve;
• (c) the Supplier is presumed to be insolvent within the meaning of the Companies Act 1985;
• (d) without the prior written consent of the party, ceases to carry on its business or threatens to do so; or,
• (e) the business of the Supplier is sold or otherwise comes under the control of any person other than the Supplier or is purported to be sold, mortgaged or otherwise alienated or encumbered.

8. Price

8.1 The Supplier shall state the price of goods and/or services to be provided to BELL :
• (i) in British (Pounds Sterling) or Eurozone (Euros) currency;
• (ii) exclusive of any VAT; and
• (iii) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery and any duties, taxes or levies other than VAT.
8.2 All prices quoted in the purchase order shall not be increased, unless agreed in writing by BELL .

8.3 Unless otherwise agreed, a separate invoice must be rendered for each individual consignment of goods or performance of services and all invoices must quote the order number.

8.4 The order number must be quoted by the Supplier on all delivery notes, invoices, advice notes, correspondence, packing lists and containers.

8.5 Other than any amounts the subject of a bona fide dispute, invoices will be paid within 30 days of the end of the month in which the invoice is received, or such other time period agreed by the parties, provided that the invoice is correctly rendered, and complies with BELL ’s order.

8.6 Notwithstanding any other conflicting provisions, BELL is not obliged to pay for any taxable supply made by the Supplier unless and until BELL receives a VAT tax invoice or adjustment notice for that supply.

9. Intellectual Property

9.1 Unless otherwise agreed in writing, all copyright and other intellectual property rights in any products, software, drawing, reports or other documents generated, created or produced by the Supplier in the performance of the services for BELL shall vest in and be the property of BELL . Supplier shall execute all documents and do all acts required by BELL for the purpose of giving effect to this clause.

9.2 The Supplier grants BELL a non-exclusive right to use (and if necessary sub-license) any software supplied by the Supplier to BELL for the purposes of enabling BELL to use, access or take the benefit of the goods or services supplied by the Supplier. BELL shall not make any copies or duplicates of the software without the Supplier’s prior written consent save for backup purposes. BELL may permit third parties contracted to provide services to BELL to use the software to the extent reasonably necessary for the performance of such services.

10. General

10.1 If any part of the purchase order or these terms and conditions is illegal or unenforceable, the remainder continues to be enforceable to the full extent possible.

10.2 The Supplier is an independent contractor without authority to bind BELL by contract or otherwise and neither the Supplier nor the Supplier’s personnel are agents or employees of BELL by virtue of these terms and conditions.

10.3 The Supplier is responsible for obtaining at its own expense, all licences, permission, permits or authority required to provide the goods and/or services, including any relevant intellectual property rights.

10.4 Nothing in this Agreement is to be taken to imply that BELL may not acquire goods and/or services of the same kind as those provided by the Supplier at any time from any other person.

10.5 The Supplier acknowledges that it may not use BELL as a named customer/partner in any and all marketing material without written permission from BELL .

10.6 The Supplier acknowledges it has sole responsibility in relation to payment, if any, of superannuation, workers’ compensation and taxes incidental to employment in respect of its own personnel. The Supplier further acknowledges that neither it nor its personnel have, pursuant to these terms and conditions, any entitlement from BELL in relation to any form of employment or related benefit.

10.7 The Supplier must comply with any of BELL ’s policies and procedures relevant to the supply of goods or services to BELL .

10.8 The obligations under these terms and conditions are not assignable by the Supplier without the written consent of BELL .

10.9 No variation of the purchase order shall be binding on BELL unless made in writing and signed by a duly authorised officer of BELL .

10.10 The Supplier must comply with all the provisions of the Data Protection Act 1998 as amended dealing with the collection, use and storage of personal information about individuals; and BELL ’s Privacy Policy and Procedure.

10.11 The Supplier must ensure that its officers, employees, contractors and agents keep confidential all information relating to the provision of products and/or services to BELL , including these terms and conditions, and will not use or disclose that information except in order to perform its obligations under these terms and conditions.

10.12 Where the provision of any goods or services by the Supplier requires work being carried out on BELL ’s premises, the Supplier and its employees, agents and sub-contractors shall observe all statutory rules and regulations and all of BELL ’s rules and regulations.

10.13 The applicable law for the interpretation and enforcement of this purchase order is that of England and Wales and the Supplier hereby agrees to submit to the exclusive jurisdiction of the courts of England and Wales for the purpose of settling any disputes hereunder.