The Company Terms and Conditions

Office Hours

The Company office hours are 9am - 5.00pm, Monday to Friday. Telephone calls received out of hours will be diverted to our answering machine and dealt with on the next working day. Where staff mobile telephone numbers are provided, we ask that you exercise discretion when calling out of hours and only call in emergencies, as in some cases these are also the staff's personal telephones. We appreciate your understanding.

Contacting Creative Hand

In order to deal more effectively with your queries, we ask that you put any questions to us in writing. This system allows us to distribute questions to the appropriate departments, and thereby respond to you, more efficiently. There are three ways to contact us:

Email: info@creative-hand.co.uk and for amendments or updates please email: changerequest@creative-hand.co.uk. Telephone: 0845 456 7659  Fax: 0870 705 8774

Definitions

1.1      In these Terms and Conditions the following terms shall have the following meanings:-

"Conditions" means the conditions of sale set out in this document and any special or additional conditions agreed in writing by The Company.

"The Company": The Company, a company that is VAT Registered 887 1119, also referred to as "the Supplier" in these terms and conditions.

"The Artist": An official or employee of The Company, or contractor to The Company, also referred to as "the Licensor" in these terms and conditions.

"The Client", also referred to as "you" or "The Customer" in these terms and conditions, means a person or legal entity accepting The Company's written or oral quotation or estimate for the supply of Goods or Services or whose order for Goods or Services is accepted by The Company or to who an acceptance or invoice has been issued.

"Site" means the Client's premises at which the Goods or Services are to be provided or delivered as indicated in The Company's quotation or order confirmation.

"Consumer" means an individual who is not acting for the purposes of his or her business or profession.

"Force Majeure" means any cause affecting the performance by The Company of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but not limited to) governmental regulations, fire, flood or any disaster or industrial dispute affecting a third party.

1.2  Unless the context requires otherwise, the singular shall include the plural and vice versa.

1.3  "including" and "in particular" shall be construed as not limiting any general words or expressions with which either of those expressions is used.

1.4  Reference to one gender only shall include the other gender, words denoting corporations shall include individuals and vice versa, and references to "person" shall include a firm or corporate body.

2. General

2.1 The Company shall provide various services including but not limited to graphic design services to the Client from time to time.

2.2 The Company undertakes to provide its Services at all times in a professional manner.

2.3 When The Company provides services to the Client it will do so in accordance with the detailed Provisions of these Terms and Conditions as an Agreement and a Contract for Services.

2.3.1 Any breach of any of these terms and conditions will render the contract void.

2.4 Nothing in these terms and conditions shall be construed as creating an obligation for The Company or client to accept or offer future contracts.

2.5 Statutory rights are not affected by these Terms and Conditions.

2.6 All orders are accepted and Services supplied subject to these express Terms and Conditions of The Company, and all other conditions, warranties and representations of any other person express or implied or otherwise are hereby excluded, including any which the Client may purport to apply under any purchase order, confirmation of order or any such similar document.

2.7 No variation or addition to these Conditions shall be binding upon The Company unless agreed in writing between a director of The Company and a duly authorised representative of the Client.

2.8 These terms and conditions supersede all other agreements and representations made by either party, whether oral or written.

2.9 The headings contained herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any provisions hereof.

2.10 References to any statute shall include any amendment, variation or replacement of the same.

2.11 The contract may be negotiated or replaced with a new contract or contracts only by agreement in writing between The Company and the Client.

2.12 The Company may decide to enter into or not to enter into a new contract or contracts entirely at its own discretion.

2.13 The manner in which The Company is to provide its services is to be determined by The Company alone always provided that The Company fulfils its contractual obligations under these terms and conditions.

3. Errors and Omission

3.1 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, website or other document or information issued by The Company shall be subject to correction without any liability on the part of The Company and without any prior notification, provided the correction does not materially affect the contract.

3.2 If such a change does materially affect the contract, both parties may opt to withdraw from the contract and the contract shall be treated as not having been entered into. The Company's liability in that event shall be limited to the return of any money the Client has paid in respect of the order.

4. Agency

4.1 The Company shall act as Agent to assign licensing of the copyrighted work of any Artist whose work is offered as part of its portfolio of services.

4.2 The Company warrants that it has the right to enter into this Agreement and to license the rights granted to the Licensee hereunder.

5. Ownership of Copyright/Copyright License

5.1 Full copyright in artwork commissioned by the Client shall be retained by the Artist.

5.2 The Client will be granted a license to reproduce the artwork in printed and/or electronic form, in any territory, for an indefinite period, unless otherwise agreed in writing, subject to full payment of the agreed fee.

5.3 The license to use the artwork shall not be granted until The Company has received payment in full of all payments due.

5.4 The Company and its Artist reserve the right to use the artwork on websites or in personal or Company material for self-promotion, for example as an example of a portfolio of work.

5.5 The Company and its Artist will not re-sell or license the artwork to any third party unless otherwise agreed in writing with the Client.

5.6 The license hereby granted is personal to the Client and all rights therein may not be assigned or sub-licensed to any third parties without the consent of The Company.

5.7 Nothing contained in the granting of a license to the Client gives the Client any rights in the copyrighted material of The Company and/or its licensors in the Licensed Material. The Licensed Material is owned by The Company and/or its licensors, and is protected by International Copyright Law.

6.  Customer’s Own Materials

6.1 The Company reserves the right to reject any unsuitable materials (including without limitation any paper, plates, computer disks or CD-ROM's) supplied or specified by the customer and to make additional charges where additional costs are incurred as a result of such materials proving unsuitable during production.

6.2 Customer's artwork or other materials supplied to The Company remain at the customer's risk and The Company accepts no liability for damage, destruction or loss thereof.

6.3  The Company shall have a lien over any materials supplied to it by the customer against payment of all monies due to it by the customer from time to time and shall be entitled (if any sum is not paid on the due date) to dispose of such property or such sums (if any) as The Company shall in its discretion think appropriate towards settlement of the sums due.

7.  Indemnity

7.1  The customer warrants that he has full authority to reproduce any material in which copyright subsists and The Company reserves the right to refuse to undertake any work which infringes or appears to infringe the copyright or other intellectual property rights of any third party or which in its opinion contains any material which is an any way unlawful.

7.2  The customer warrants that any design or other material furnished by him or any design material created by The Company pursuant to the customer's instructions is not defamatory or obscene or such as will cause The Company to infringe any intellectual property rights of any third party or any legislation for the time being in force in the United Kingdom in the performance of the contract.

7.3  The customer shall fully indemnify The Company in respect of all costs, claims, liabilities and expenses (including any amount paid in settlement on legal advice and The Company's own legal costs) arising from any claim that any materials provided by the customer or design materials produced by The Company pursuant to the customer's instructions contains any defamatory or obscene matter or infringes the intellectual property rights of any third party.

7.4  In the event of any claim being made or action brought against a customer arising out of the matters referred to in this clause, the customer shall promptly notify The Company thereof.

8.  Provision of Materials

8.1  You agree to provide us with the specific copy, images and information we require in order to create your product, or to advise us as to where we can locate such materials.

8.2  We accept no responsibility for your site not being put live/product being completed by a specific date if we are unable to secure necessary and/or suitable information and/or materials from you.

8.3  If you cannot supply the information you wish to feature in your product, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final product, as these may arise through our lack of specialist knowledge regarding the content of your product.

8.4  The time taken to compile the data, as well as any time required to correct errors, omissions or discrepancies which have arisen through your not providing us with adequate materials, will be charged to you at our standard rate.

8.5  We accept no responsibility for the delay caused in providing you with the final product as a result of your supplying us with insufficient or unsuitable materials. This does not apply if the additional cost could have been avoided but for unreasonable delay on the part of The Company in as certaining the unsuitability of the materials with which you provide us.

8.6  Where you supply or specify materials, we will take every care to secure the best results in the finished product, but we accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

9.  Print

Print Proof Agreement

9.1  If the sales representative has provided you with a proof, your signing this agreement confirms that you agree to the design and contents of the printed document as depicted on the proof.  By signing this agreement, you absolve The Company of all liability for any errors, omissions or discrepancies which may be present on the proof.

9.2  Once you have signed this agreement and proof if supplied, you are not able to make any changes to the final product, nor are you able to hold The Company responsible for anything you are unhappy with.  This contract revokes your right to take any kind of action against The Company for any aspect of the work with which you are later dissatisfied.

9.3   Signing this contract means that, as long as the finished product is as discussed with the sales representative and consistent with the proof if supplied, you must pay in full for the work. This fact applies whether or not you later take issue with any aspect of the product.  These terms are final and non-negotiable. This is your final opportunity to make changes to the content.

Making Changes After Proof Stage (Print Only)

9.4  If a change is requested, we will do everything we can to make the correction before the printing starts, but we cannot guarantee this.

9.5  We accept no responsibility, under any circumstances, for any mistakes present on the completed work, as the signing-off of a proof absolves us of all liability (see 9.1 " Print Proof Agreement").  Once the proof is signed off or agreed, whether verbally or via email, we incur a film / plate(s) charge and this is passed on to you as part of the total charge (see "Price Breakdown in your quote"). Any changes made after a proof is signed off will result in a further film / plate(s) charge

Print Quality (Print Only)

9.6  Every effort will be made to obtain the best possible colour reproduction on customer's work but because of the nature of the processes involved,The Company cannot guarantee an exact match in colour or texture between any materials with which you supply us, and the printed article. Our budget business cards do not have a guaranteed specification and we reserve the right to vary stock or quality as either we see fit, or circumstances/availability dictate. If the exact specification is important, the cards must be ordered as a bespoke job.

Quantity Supplied (Print Only)

9.7 Every effort is made to produce the exact quantity of items ordered. However, some variation is inherent in the print process and so you accept that minor variations in quantity are possible. These do not affect the price charged.

Claims (Print Only)

9.8  Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to The Company within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to The Company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to The Company within 28 days of delivery.  The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

Standing Material (Print Only)

9.8  All materials (including but not limited to film, plates, negatives and positives) produced and used by The Company during the production process remain the property of The Company. Where these materials are provided by the client, they remain the property of the client.  The Company reserves the right to dispose of lithographic work immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for the safe-keeping of the materials.

Payment Terms (Print)

9.9  New customers agree to pay a deposit of 60% of the final bill upon ordering, and to pay the outstanding balance on delivery of the completed work. Existing customers agree to adhere to the terms stated on the invoice. All deposit payments are non-refundable.

10.  Websites

Website Updates & Site Maintenance

10.1  These are charged at £50 per hour (or part thereof) for brochure websites and £60 per hour for all others. If you want to introduce new material in the form of extra pages, additional functions, or more information than is already available on your site, this must be paid for as a new job.

Hosting & Email Accounts

10.2  Free hosting period on package deals depend on package supplied and then the second year there will be a rental charge that depends on the package supplied thereafter. Hosting is only accessible by The Company. No clients or third parties will be granted FTP (File Transfer Protocol) access to our servers or any of our affiliates.

10.3  One pop email account is provided, all additional email addresses will be forwarded to this or another email address which must be provided by the client.  The Company take no responsibility for any loss of business through non retrieval of emails, bounced messages or undelivered electronic mail. The Company take no responsibility for the content of emails including attachments and viruses.

10.4  Cancellation of any website will result in the withdrawal of the hosting package after 48 hours. All hosting packages are non-refundable. Should the client request that a domain name purchased by The Company on their behalf be transferred to another host, a release fee of £50 +VAT will be charged.

10.5  Website hosting will be renewed automatically as part of the initial contract, but a notice period of not less than 14 days will be given at the time invoicing. Clients must cancel their renewal in writing within this notice period, otherwise all charges will become payable and cancellation will NOT be accepted after this date, as monies will have been paid by The Company on the client's behalf.

Systems

10.6  Any systems, including eCommerce and Content Management System, provided to the client remain the intellectual property of The Company and as such no access is given to the source code or database. Systems cannot be transferred away from our provided hosting solution.

Bespoke Systems

10.7  In the case of a bespoke solution (website), upon settlement of all outstanding monies due to The Company for the development / design of such solution, full copyright and title will pass to the client.

Warranty

10.8  The Company guarantees all of its websites / bespoke software solutions provided to clients insofar as any faults or bugs will be rectified within a reasonable period of time so as not to interrupt the service provided by clients to their clients / users for an unacceptable time. Any software provided by The Company proving to be faulty or defective will be repaired / replaced free of charge to the working standard equivalent to launch.

Website Proofs

10.9  Once a client has agreed a look and feel proof and instructed The Company to proceed to build, any subsequent changes in style or design requested by the client will be charged for at the appropriate hourly rate

Exceptions (Web)

10.10  We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as these as part of our construction package. This policy applies throughout your contract with The Company: if a minor detail needs to be amended, we are more than happy to do so, free of charge. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for.

Payment Terms (Web)

10.11  You agree to pay a deposit of 60% of the final bill immediately. When we have finished building your site, we will put it live on our own server under a temporary name which we will give you. After we have informed you of the site's location on our server, you have 48 hours to view the site and ask for any amendments to be made. The site can be kept live for a longer period if you specifically request this.

10.12 After the 48-hour viewing period has elapsed, the invoice will be issued as - apart from minor alterations or transfers onto other domain names - our work on the site is then complete. Once the bill is settled in full, we will put the site live on its own domain name, or - if you have not yet selected one - it will remain live on our server. If you possess your own domain name, we will initiate whatever process is necessary to put the site live once the bill is settled. You are not permitted to point your own domain name to the test site on the The Company server. If this is found to be the case, we reserve the right to remove the site from our server. All deposits are non-refundable.

11.  Ordering and Acceptance

11.1  After receiving an initial inquiry for work from the Client, The Company will enter into such discussions with the Client as are necessary to fully define the work required, which may include at The Company's discretion free samples of graphic designs. If a satisfactory agreement then results concerning the work required and The Company is able to provide the work required in the required timescale, The Company will provide the Client with a written quotation.

 11.2  All specifications, illustrations or other details shown on The Company's website, or any price list or advertising material or otherwise communicated to the Client including information for guidance on pricing, file formats etc., are intended merely to present a general idea of the service and nothing contained in any of them shall form part of the contract between The Company and the Client.

11.3  Charges for design services provided by The Company will be set out in the written quotation that is provided to the Client.

11.4  The Company shall be entitled to rely upon the accuracy and completeness of information provided by the Client and if the supply of work or services is suspended by The Company in consequence of an error or omission in such information or is suspended at the Client's request the price(s) quoted shall be increased to cover any extra expense thereby incurred by The Company. Reasonable expenses e.g. the cost of special delivery of artwork on any media may be charged to the client in addition to the charges specified on the quotation.

11.5  The Client shall notify The Company of any special delivery requirements, meetings, materials purchases or other expenses likely to be incurred before acceptance of The Company's quotation.

11.6  To indicate acceptance of The Company's quotation, the Client shall return a signed and dated copy of the written quotation to The Company, or shall send an official order in reply to the quotation which shall bind the Client to accept The Company's terms and conditions.

11.7  At the time of the Client's signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 60% of the quoted fee will become immediately due. We will provide an invoice to cover the deposit by mail or email when the deposit cheque or other means of payment has cleared.

11.8  No work on a project will commence until a valid acceptance document has been received by The Company and The Company has received the deposit amount.

Additional services requested after acceptance shall be treated as a separate job subject to these Terms & Conditions.

12.  Rough Drafts and Samples

12.1  The Company will, at its discretion, provide to the Client or to any person inquiring about the services of The Company, free samples of graphic designs in order to clarify Client requirements, demonstrate capabilities, illustrate alternative options, or for any other suitable purpose. Such samples may be of restricted quality, size and completeness compared with drafts of contracted work.

12.2  The Client will be provided with rough drafts from time to time during the progress of the work. A number of re-drafts are included at no extra cost. Additional re-drafts then incur an additional cost.

12.3  The Client shall review and report back their assessment of the rough drafts to The Company together with clear and concise descriptions of any modifications required in a timely manner.

13.  Proofs and Errors Liability

13.1  The Company shall not be liable for any indirect or consequential loss for any loss to the customer arising from third party claims occasioned by any error, failure or delay in completing the order or by delay in delivery and in this connection time shall not be of the essence.

Where work is defective for any reason, The Company's liability (if any) shall be limited to rectifying such defects which are seen to be caused by The Company and have been notified to The Company in writing within (48 hours) of delivery and in any event only so far as The Company is reasonably able to do so.

13.2  An additional charge will be made for corrections, amendments and alterations in style, colour and content including typographical errors such as spelling and grammar and for additional proofs necessitated thereby.

13.3  Proofs are available for customer's approval on request. No responsibility or liability will be accepted by The Company for:

14.  Price Variations

14.1  Prices are based on current costs of production and any quotation is subject to increase at any time after acceptance by The Company of the customer's order to meet any rise or fall in such costs which are due to factors beyond The Company’s control or due to any changes requested (including any changes in the timetable for production) or delays occasioned by the customer or failure of the customer to give adequate instructions.

14.2  Unless otherwise stated all prices quoted are exclusive of VAT and any delivery or expedition charges for which the customer shall be additionally liable.

15.  Quotations

15.1  The Company will not be bound by any price quoted on the telephone. A firm quotation in writing will be given only after The Company has received full and complete instructions and examined the necessary samples and shall remain valid for a period of 30 days and no order shall be deemed accepted by The Company unless and until confirmed in writing. We take no responsibility for a re-quoted price differing from an original quote.

15.2  Where a quotation has not been given the price charged will be at the rate current at the date of acceptance of the order by The Company.

15.3  No order which has been accepted may be cancelled without written consent of The Company and in terms that the customer will indemnify The Company in full against all costs incurred by it as a result of cancellation. All work undertaken at the customer's request including work of a preliminary nature will be charged to the customer.

16.  Payment

16.1  For invoices not settled within the agreed credit terms, we reserve the right to charge interest on the overdue debt at 2% per month on any balance unpaid and an administration fee to cover the debt recovery costs.

16.2  Returned cheques will incur an additional fee of £50 per returned cheque.

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice, or in the event of a returned cheque.

16.3  The Company's credit terms require full payment to be made by Clients within 30 days from date of invoice.

16.4  All invoices shall be paid in full, free from any deduction for any set-off, counterclaim or otherwise howsoever.

16.5  If the Client disputes any invoice (or any item on an invoice) the Client shall inform The Company, in writing, within fourteen days of the invoice date.

16.6  We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if the Client fails to pay any amount due within the agreed time, and in such circumstances The Company may charge Interest and Debt Recovery Costs at the prescribed rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002. As soon as payment becomes due, The Company shall at its discretion be entitled to instruct solicitors, debt collectors and/or other third parties to recover the sums due. In these circumstances, the Client shall on demand and on a full indemnity basis, pay to us all costs and disbursements (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) incurred by The Company in employing a solicitor, debt collector or other third party to enforce or collect payment of any overdue account.

16.7  All prices quoted exclude UK VAT. The Company is registered for UK VAT, then to the extent that UK VAT is chargeable in respect of any goods, work or services supplied by The Company, The Company shall charge VAT at the standard rate in force at the time of supply which shall be added to payments otherwise due, and the Client shall promptly pay such taxes.

The Client shall be responsible for payment of any value added tax (V.A.T.) or local tax imposed by any governmental entity with taxing authority over the services provided under this Agreement, with the exception of UK VAT.

17. Rejection / Cancellation

17.1  If the Client wishes to reject the commission because he/she considers the artwork unsatisfactory in that the quality of artwork falls short of the quality reviewed in samples, the following rejection fees shall apply (in line with normal industry standards):

17.2  The Client shall make an immediate objection upon delivery of final artwork if the artwork is deemed unsatisfactory. If such an objection is not received by The Company within 21 days of delivery of artwork, then The Company is entitled to presume that the artwork is deemed acceptable.

17.3  In the event of rejection, ownership of all rights granted under this Agreement in respect of artwork originated by The Company shall revert to The Company.

17.4 If the Client wishes to cancel the commission through no fault of The Company, the following cancellation fees shall apply (in line with normal industry standards):

17.5  In the event of cancellation, ownership of all rights granted under this Agreement in respect of artwork originated by The Company shall revert to The Company.

18.  Contractual Term Period

18.1  The standard term period starts from when The Client signs the quotation or provide a purchase order or the Creative Hand Design Agency Contractual Agreement has been signed, and expires on delivery works, with full payment of invoice received.

18.2  For term Contracts to supply services to The Client, the term period starts from date and signature of the Creative Hand Design Agency Contractual Agreement, and expires after the full period stated on the quotation provided (subject to 17.4).

19.  Delivery

19.1  The Company shall make all reasonable efforts to deliver the artwork to the Client by the agreed date and shall notify the Client of any anticipated delay at the first opportunity.

19.2  Delivery dates can only be assured if any reference information required from the client is supplied and drafts are approved without delay.

19.3  If we are unable to provide you with your Goods within a reasonable time, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the contract (subject to 17.4).

19.4  The Client may cancel the commission without payment in the event of The Company failing to meet the agreed date, unless the delay is the fault of the Client.

19.5  The Company shall not be liable for any consequential loss or damages arising from The Company failing to meet the agreed date.

19.6  The Company accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided by The Company.

20. Changes

20.1 If the Client changes the brief and requires subsequent changes, additions or variations, The Company may require additional consideration for such work.

20.2 The Company may refuse to carry out changes, additions or variations which substantially change the nature of the commission.

21. Warranties

21.1 Except where artwork is based on reference material or visuals supplied by the Client or where otherwise agreed, the Artist warrants that the artwork is original and does not infringe any existing copyright.

21.2 If any reference information from the client, including but not limited to reference images and photographs, is used, the Client warrants that any necessary permissions and copyright clearances have been obtained for the reference information and shall indemnify the Artist against any and all claims and expenses including reasonable legal fees arising from the Artist's use of any materials provided by the Client or its customer.

22. Ownership of Artwork

22.1 The Artist shall retain ownership of all original artwork (including roughs and other materials) delivered to the Client.

22.2 The Artist's original artwork shall not be intentionally destroyed, damaged, altered, retouched, modified or changed in any way whatsoever without the written consent of the Artist.

22.3 The Client shall return all original artwork, other than digital media, to the Artist not later than 6 months after delivery in undamaged, unaltered and unretouched condition.

23. Substitution

23.1 The Company recognises that it is in the nature of graphic design work that a particular job should be the work of the same Artist from start to finish, in order to maintain a consistent style, and should be representative of any sample artwork selected by the Client. In so far as possible therefore, The Company shall endeavour to retain the services of the same Artist for a particular job. Nevertheless, the Client recognises that circumstances may from time to time prevent this ideal arrangement to be achieved.

23.2 In the event of The Company not being able to supply the services of the intended Artist during the job, The Company shall, at its absolute discretion, have an unfettered and unlimited right to use any substitute or alternative Artist, consultant, employee or representative to perform the Services for the Client, provided that The Company fulfils its contractual obligations under these terms and conditions.

23.3 The Company shall, at its absolute discretion, have an unfettered and unlimited right to assign or subcontract the whole or any part of the contract to any third party.

23.4 No agreement for the exercise of the right of substitution, assignment, and/or subcontracting shall be required from the Client in any circumstances and no notice shall be given to the Client of any such substitution, assignment, and/or subcontracting.

23.5 Any substitute or alternative Artist, consultant, employee or representative shall be the responsibility of and answerable only to The Company.

23.6 Death or permanent disability of any member of staff of The Company shall not terminate the contract.

24.  Storage

24.1  If for any reason the customer fails to take delivery of goods at the time when the goods are ready The Company shall be under no obligation to store the same. The Company may however at its discretion if its storage facilities permit store the goods until actual delivery but at the customer's risk and the customer shall be liable to The Company for the reasonable costs (including insurance) of it so doing.

25.  Consumer Protection

25.1 Nothing in these Conditions shall affect the statutory rights of any consumer. Cancellation of orders by Consumers will be accepted in accordance with the Consumer Protection (Distance Selling) Regulations 2000.

26.  Data Security

26.1 We will ensure that measures are in place to ensure that computer equipment, software, and email messages under our control remain virus-free and free of other nuisances (such as spyware)

27.  Confidentiality

27.1  The Company agrees keep the confidential information of its clients confidential, including all administration areas of websites and details of referrers and those who are referred. All such data recorded by a website will be completely secure, and all information will be treated as confidential in accordance with the Data Protection Act.

28. Insolvency

28.1  Any customer ceasing to pay their debts in the ordinary course of business or proving unable to pay their debts as they become due or, being, a company, is deemed 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 it,The Company, without prejudice to other remedies, shall;

29  Waiver

29.1 Failure by The Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at

30. Force Majeure

30.1 The Company shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay or failure of The Company to perform its obligations, if the delay or failure was due to any acts, events, omissions, happenings or non-happenings, or any other cause beyond The Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond The Company's reasonable control:

31. Limitation of liability

31.1 The Company's liability to the Client shall be limited to exclude altogether liability, howsoever arising, for loss of profits, loss of business or of anticipated savings, loss of goodwill, loss of reputation, costs or expenses payable by you to your customers or subcontractors or other third parties, tort or patent or copyright infringement, and for any other type of special, indirect, incidental or consequential loss or damage.

31.2 The Company's liability to the Client in respect of direct loss shall be limited 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) to the total amount paid by the Client to The Company in connection with this Agreement.

31.3 In no event shall The Company be liable for any damages other than the amount referred to above, and all other damages, direct or indirect, special, incidental, consequential or punitive, are hereby excluded even if The Company has been advised of the possibility of such damages.

31.4 The Company shall be entitled to rely upon the accuracy and completeness of information provided by the Client and accepts no liability for any adverse consequences or dissatisfaction on the part of the Client in respect of any defect or inadequacy in the Goods or Services attributable to any error or omission in such information.

31.5 The Company shall not be liable to the Client for any loss arising out of your failure to keep full and up-to-date security copies of your computer data.

31.6 Nothing in this clause is deemed to exclude or restrict our liability to you for death or personal injury resulting from our negligence.

32. Governing Law

32.1 These Terms and Conditions shall be governed by the laws of England and Wales, and may not be varied except by agreement in writing.

32.2 We will try and solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreements and you wish to take court proceedings, you must do so in the Courts of England and Wales.

Current Version: 1.1  Date: September 2008