- Order, supply and delivery of materials
- Delivery of orders
- Force Majeure
- Data Protection
- Intellectual property
- Charges and payment
- Codes of practice and indemnities
- Provision of computer data
- Termination and cancellation
- Agency, partnership and joint ventures
- Entire agreement
These terms and conditions shall apply to any contract between the Mailing House and the Client (which shall mean the person, firm or company placing any order which is accepted by the Mailing House) for the supply of goods (including any instalment or part of them) and services (including any part of them) which the Mailing House is to supply or deliver.
These terms and conditions supersede any of the Mailing House’s previous terms and conditions and any practice or course of dealing previously applying between the Mailing House and the Client.
A quotation is based on information available to the Mailing House at the date of the quotation and is subject to sight of materials, their suitability and any artwork to be supplied to the Mailing House by the Client.
Quotations are valid for a period of 30 days and are for the whole of the goods or services to which the quotation relates. The Mailing House may extend the period for consideration of its quotation at its discretion and may refuse to accept any order for goods and services, which constitute only a part of the quotation unless the initial specification requested separate quotations for separate elements of the order.
All orders must be in writing. No contract shall exist between the Mailing House and the Client where the Mailing House rejects the order.
3 Order, supply and delivery of materials
3.1 Supply of materials
3.1.1 The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:
(a) conform to specifications in the quotation and Royal Mail requirements;
(b) are supplied punctually;
(c) are accompanied by a delivery advice note stating the quantity and
description of the materials supplied;
(d) are delivered on pallets, boxed, packed and supplied in such a way as to withstand normal storage and handling;
(e) are sufficient to enable the Mailing House to deliver the correct quantity
of any printing or reproductive work ordered allowing for normal wastage
3.1.2 The Mailing House shall use its reasonable endeavours to provide the Client with
a reasonable estimate of the quantity of printing or reproductive work required.
3.2 Checking materials
The Mailing House shall count the number of pallets containing materials supplied by or on behalf of the Client against any delivery note and shall immediately report any discrepancy to the Client. The Mailing House shall not however be responsible for any loss arising from any errors or omissions in the goods supplied.
The Mailing House shall not be required to check the contents of pallets supplied by or on behalf of the Client.
3.3 Insurance of materials
All materials supplied by or on behalf of the Client are at the Client’s risk whilst on the Mailing House’s premises or in transit to such premises and the Client is responsible for arranging adequate insurance cover for those materials unless arrangements have been made to the contrary.
3.4 Storage of materials
Any of the Client’s materials that remain in the Mailing House’s possession after 14 days from the completion of any order will be subject to storage charges. The Mailing House reserves the right to destroy or dispose of all such materials at the Client’s cost not less than 14 days after written notice to that effect is given to the Client.
3.5 Physical delivery of materials
The cost of collection and delivery of the Client’s goods or materials is not included within the quotation and where this is carried out by the Mailing House for the Client it will be charged for as an extra.
4 Delivery of orders
The specified time for delivery, which shall be of the essence, shall be subject to receipt by the Mailing House of all information and materials to enable it to proceed with the contract and to comply with any applicable governmental or other consent.
5 Force Majeure
The Mailing House shall be under no liability if it shall be unable to carry out any of the provisions of the contract for any reason beyond its control including (without limiting the foregoing) Act of God; legislation; war; fire; flood; drought; failure of power supply; lock out; strikes or other action in contemplation of the furtherance of a dispute (but not strikes or other action in contemplation of the furtherance of a dispute taken by the Mailing House’s employees).
During the continuance of a situation of ‘Force Majeure’ the Client may by written notice to the Mailing House terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept delivery when available.
6 Data Protection
6.1 The processing of personal data
The Mailing House represents, warrants and undertakes to the Client that it shall process any personal data (as defined in the Data Protection Act 1998) solely for the purposes of this contract and for no other purpose.
The Mailing House represents, warrants and undertakes to the Client that it has in place
appropriate technical and organisational measures against accidental or unlawful destruction or loss of alteration to, unauthorised disclosure of or unauthorised access to any personal data.
The Mailing House shall ensure that each of its employees, agents and subcontractors are made aware of its’ obligations with regard to the security and protection of personal data and shall require that they enter into binding obligations reflecting the provisions of this clause.
6.2 Auditing of security measures
The Mailing House shall, when requested to do so by the Client, submit its data processing facilities, data files and relevant documentation to auditing by the Client and shall comply with all reasonable requests from the Client to enable it to comply with any and all of its’ obligations under the Act.
Upon the completion or termination of the contract the Client shall provide instructions for the
return or destruction of personal data.
7 Intellectual property
The intellectual property rights in any work created by or for the Mailing House in relation to this contract shall vest in the Mailing House unless it is agreed in writing that such intellectual property rights shall pass to the Client.
8 Charges and payment
8.1 Payment of invoices
Invoices will be paid on completion of the contract and in any event at not less than monthly intervals within 30 days of the invoice date unless otherwise agreed.
All prices quoted are strictly net and are exclusive of VAT which should be payable by the Client.
The Client shall also be charged for any preliminary work produced by the Mailing House at the Client’s request whether experimentally or otherwise and any corrections made after the first proof and any other changes requested by the Client on or after the first proof.
8.2 Payment for postage
Where the mailing is to be undertaken through the Mailing House’s own postal account, the cost of postage shall be paid by telegraphic transfer not later than 48 hours before the mailing begins. If the cost of postage is not paid within the specified time limit the Mailing House shall have the right to withhold the mailing.
8.3 Postal charge refunds
Where the cost of postage is less than the amount paid by telegraphic transfer the Mailing House shall either refund any sums remaining to the Client or shall provide a credit for the Client for the next mailing it puts through the Mailing House’s account.
8.4 Interest on overdue bills
The Mailing House reserves the right to charge interest at the rate of 2% per month or part thereof on any overdue sums from the date on which payment was due (which shall mean 30 days after the date of any invoice) to the date on which payment is received.
9 Codes of practice and indemnities
The Client shall:
(a) provide the Mailing House with a true copy of all advertising material or other material intended to be enclosed with any material prepared by Mailing House;
(b) ensure that all information or materials provided by it complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion (BCASP); and the Direct Marketing Association’s Code of Practice;
The Client shall indemnify the Mailing House against all costs, claims, liabilities, penalties and expenses which the Mailing House may incur by reason of its’ works being illegal, unlawful, infringing any copyright, trademark or other intellectual or other proprietary rights of any third party or is defamatory, obscene or the distribution of which may infringe postal or other regulations or which is in breach of any trade description or other legislation. The Mailing House shall have the right upon request from the body administering the Quality Standard in Mail Production (QMP) or any successor accreditation scheme, to supply that body with samples of any mailings relating to the contract.
10 Provision of computer data
The Client shall ensure that any computer data supplied to the Mailing House is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt, the Mailing House shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client’s expense.
The Client shall ensure that all data supplied to the Mailing House are completely unambiguous with regard to their format. A specification of the formats of the data supplied and instructions for interpretation must be provided in writing.
11.1 Limitation of Mailing House’s liability
The Mailing House’s entire liability (including liability for acts and omissions of its employees, agents and sub contractors) in respect of any breach of its contractual obligations and of any representations, statement or tortious act or omission including negligence shall be limited to the contract price (excluding postage and telecommunications costs) or the sum of £5000 whichever is the greater.
11.2 Consequential or indirect loss
The Mailing House shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind, other than the direct loss suffered by the Client and subject to limitation under sub clause 11.1.
11.3 Liability for death or personal injury
Notwithstanding the sub clauses 11.1 and 11.2 above, the Mailing House’s liability to the Client for death or injury resulting from its own or that of its employees, agents or sub contractors negligence shall be unlimited.
12 Termination and cancellation
12.1 Termination in the event of breach of contract by either party or upon the bankruptcy, liquidation etc of the Client
Subject to clause 12.2 either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract. The termination will take effect 14 days after receipt of written notice unless the defaulting party has remedied the default within this time.
The Mailing House shall be entitled to terminate this contract by notice in writing in the event of the Client’s failure to pay in accordance with the terms of the contract or in the event of the Client committing an act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative receiver appointed over any of its assets.
In the event of termination by the Mailing House under this clause, the Client shall immediately pay any outstanding sums due from it to the Mailing House.
13 Agency, partnership and joint ventures
Nothing in this contract shall be construed as to constitute either the Mailing House or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.
No failure or delay by either the Mailing House or the Client in exercising any of their rights under this contract shall be deemed to be a waiver of those rights. No waiver by either of them of any breach of the contract by the other, shall be considered as a waiver of any subsequent breach of the same or any other provision.
Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect.
16 Entire agreement
These terms and conditions constitute the entire contract between the Mailing House and the Client with respect to the matters dealt with herein. No variation to this contract shall be valid or effective unless made in writing and signed by both of them.
This contract is subject to English law and the Mailing House and the Client agree to submit to the jurisdiction of the English courts in respect of any dispute or difference arising under it.