Terms and Conditions
“The Service Provider” “The Print Manager”: DataComunique Limited registered in England and Wales Company Number 05964450 whose registered office is at RAE House, Dane Street, Bishop’s Stortford, Hertfordshire, CM23 3BT and/or any third party appointed by The Service Provider as necessary from time to time; and “Customer”: the recipient of this Contract and signatory of the Agreement.
A. The Customer has requested that the Service Provider provide certain services to the Customer.
B. This Contract is entered into between the parties by the Service Provider to the Customer for the supply of Services as set out within the Agreement and this Contract.
C. The Service Provider and the Customer agree to be bound by the Agreement and this Contract in respect of the supply of the Services by the Service Provider to the Customer.
D. The Client acknowledges that it has read the Agreement and this Contract and understands and agrees to be bound by them.
SERVICES CONTRACT AND STANDARD CONDITIONS
1 Understanding these Conditions
A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found in the Glossary at the end of these Conditions.
2.1 The Customer pursuant to the Contract engages the Service Provider to provide the Services to the Customer and the Service Provider agrees to provide the Services for the upon the terms and subject to the conditions of the Contract.
2.2 These terms and conditions shall apply to, and govern, all future Services provided by the Service Provider to Customer including where there is no specific quotation or estimate provided for Services.
2.3 All proposals made, quotations given, instructions accepted and contracts entered into by the Service Provider with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Customer.
2.4 Unless otherwise agreed by the parties in writing, the Customer shall at its own expense supply the Service Provider with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable the Service Provider to provide the Services in accordance with the Contract.
2.5 The Services shall insofar as is reasonably practicable be provided in accordance with and as set out within the Agreement subject to these Conditions and shall be performed at such times as the Service Provider shall in its sole discretion decide.
2.6 The Customer shall afford to the Service Provider all reasonable co-operation in all matters relating to the performance of the Service Provider’s obligations under the Contract. In particular but without limitation to the foregoing, the Customer shall:
2.6.1 promptly and fully respond to all communications of the Service Provider relating to the provision of the Services and to liaise with the Service Provider on matters relevant to the provision of the Services;
2.6.2 conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;
2.6.3 provide proper and clear instructions to the Service Provider in respect of its requirements in relation to the Services, any Additional Services or in connection with the Contract;
2.6.4 pay Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force.
2.6 Throughout the Term of the Contract:
2.6.1 the Customer shall afford the Service Provider such access to the Customers information or records and other materials relevant to the Services as the Service Provider may require in connection with or to provide the Services;
2.6.2 the Customer shall assume responsibility for complying with all laws and regulations in connection with the Services.
2.7 The Service Provider does not warrant, guarantee or undertake on behalf of any third party
supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.
2.8 The Customer agrees to provide the Service Provider with artwork on request in respect of any contemplated or agreed Services to be provided by the Service Provider.
2.9 The Customer agrees to confirm with the Print Manager the specific detailed requirements of the Services including but not limited to the required volume, type, finish, colour pantone or CMYK and/or laminate to be applied. Where the Customer requests that the Print Manager proceeds with providing print Services without clarifying the specific information requested by the Print Manager, entirely at their discretion the Print Manager may elect to proceed with, in their view, the most appropriate variable for the Service and printed item requested by the Customer. In any event the Customer agrees to pay for the Services.
2.10 Where the Customer uses any external provider of artwork such as a design agency (‘third party’) for the provision of artwork the Print Manager will liaise with any third party on behalf of the Customer. For the avoidance of doubt the Customer will remain solely liable for the fees incurred in the provision of the Services by the Print Manager.
2.11 The Customer acknowledges that the outcome of any Print Services will be determined by a significant range of variables including but not limited to the volume of items being printed, the type of item, weight and finish. The Customer acknowledges and agrees that the outcome and finish of any Printed Material can be impacted by variables outside of the Service Provider’s control including but not limited to the weather, type of item being printed, selection and choice of colours and the applied finish to the print medium. The Customer acknowledges and agrees that the outcome of any Services and finished product may differ from the artwork supplied by the Customer.
2.12 The Customer acknowledges and agrees that in the event that the Customer requires an exact likeness the Customer must instruct and pay the Service Provider to obtain a Wet Proof of the Services and items being printed.
2.13 Where the Customer requests the Service Provider may provide a sample. The Customer acknowledges that as a result of the factors set out within paragraph 2.10 above, unless a Wet Proof is requested, the items delivered by the Service Provider may differ from the sample provided.
2.14 The Service Provider will at all times, without warranty, guarantee or obligation, attempt to use reasonable endeavours to ensure that Services are provided in accordance with the standards and tolerances of the BPIF.
2.15 All quotes, estimates and/or proposals to the Customer made by the Service Provider are subject to additional delivery charges.
2.16 The Customer agrees to pay additional delivery charges in addition to the amount agreed in respect of the Services.
2.17 The Customer agrees to provide a specific name and address for delivery of any Print Services provided by the Service Provider.
2.18 The Service Provider shall have no liability whatsoever in respect of late and/or incomplete delivery of Print Services. The Customer agrees that time shall not be of the essence in respect of any Services provided by the Service Provider. The Print Manager will use reasonable endeavours to ensure that all Services are completed in a reasonable period of time.
3.1 Subject to any special terms agreed in writing by the parties, the Customer shall pay the Charges and any expenses together with such additional sums which are agreed between the Service Provider and the Customer for the provision of the Services and any Additional Services.
3.2 The Customer shall be liable for costs incurred as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Customer Material or any other cause attributable to the Customer .
3.3 The Service Provider shall be entitled to vary its standard Charges from time to time by giving not less than seven  days’ written notice to the Customer.
3.4 All Charges and sums quoted payable by the Customer under the Contract and Agreement are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.
3.5 The Charges and any additional sums payable shall be paid in full by the Customer into such account as the Service Provider shall reasonably instruct (together with any applicable VAT and without any set-off or other deduction whether for withholding tax or otherwise) within not more than thirty  days of receipt of the Service Provider’s invoice and in any event quarterly in advance.
3.6 If payment is not made on the due date, the Service Provider shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of four  per cent (%) above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.
3.7 The Customer shall reimburse the Service Provider for all out of pocket expenses incurred by it in connection with the Services for the Customer.
3.8 The Service Provider will not be obliged to provide Services unless all fees and disbursements due to it in relation to the provision of the Services are received in advance.
4.1 The property, copyright and any other intellectual property rights in any Customer Material shall belong to the Customer. The property, copyright and any other intellectual property rights in any of the Service Provider Material shall belong to the Service Provider, subject only to the right of the Customer to use the Service Provider Material for the purposes as set out within the Agreement.
4.2 The Customer warrants that any Customer Material and its use by the Service Provider for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Customer shall indemnify the Service Provider against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.3 The Customer warrants and agrees to obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start in respect of any text, graphics or other items provided to or made available to the Service Provider in accordance with the Agreement and Contract.
5 Confidential Information
5.1 The parties agree on the following terms not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Contract.
5.2 All information (including, without limitation, the terms of the Contract, business and financial information, customer and vendor lists and pricing and sales information) disclosed by either of the parties (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the Contract shall be confidential. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed in respect of the provision of the Services by the Service Provider, or pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or information which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
5.3 The Customer specifically undertakes at all times to keep confidential any of the Service Provider confidential information (including this document, the lists or specific customer details and information relating to the Service Provider’s business or affairs) confidential and specifically not to disclose (whether or not for profit) such list or information to any competitor of the Service Provider or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Contract.
6 Warranties and Liability
6.1 The Service Provider warrants to the Customer that the Services will be provided using reasonable care and skill. Notwithstanding any provision to the contrary, any dates, periods or times specified by the Service Provider in the Contract are estimates only and time shall not be of the essence for the performance by the Service Provider of its obligations under the Contract.
6.2 Except in respect of death or personal injury caused by the Service Provider’s negligence, or as expressly provided in these Conditions, the Service Provider shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of the Service Provider, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer.