CamdenSOS Terms of Business 2017

1.    INTERPRETATION

    In these Conditions, save where the context requires otherwise:

1.1    “Client” means the person with whom the company is contracting;

    “Company” means CamdenSOS

“Materials” means drawings, specifications, artwork and other material (including material in electronic format) made or prepared by or for the Company in connection with the Services;

    “Services” means the services supplied or to be supplied by the Company to the Client;

1.2    Headings are for ease of reference only and shall not effect construction; and

1.3    Words importing gender shall be treated as importing any gender, words importing Individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.

2.    CONDITIONS

2.1    These conditions shall apply to all quotations given or contracts made or to be made by the Company for the supply of the Services. The giving by Client of any instruction or the acceptance by Client of Materials shall constitute unqualified acceptance by Client of these Conditions. Any conditions submitted, proposed or stipulated by Client in whatever form and at whatever time, whether written or oral, are expressly waived and excluded.

2.2    No change to these Conditions shall be binding unless agreed in writing by the Company.

3.    PRICE AND PAYMENT

3.1    The price for the Services shall be as quoted by the Company or otherwise as agreed between the Client and the Company, and in the absence of any quotation or agreement shall be based on the Company’s standard rates and charges for the time being for work of the same description as the Services.

3.2    Unless otherwise agreed in writing by the Company, payment shall be made in full within (30 days) from the date of the invoice. Time for payment is of the essence of the contract.

3.3    The price for the Services and the Company’s rates and charges are exclusive of (VAT)value added tax which, where applicable, will be separately charged at the prevailing rate.

3.4    If any sums become overdue, the Company may (without prejudice to any other right or remedy available to it) suspend supply of the Services until payment in full has been made or (at its option) cancel the contract as regards any Services which remain to be supplied.

3.5    Without prejudice to any right or remedy available to it, the Company may at its discretion charge interest at 2 per cent per month on any sum not paid on the due date. Such interest shall run from day to day and accrue after as well as before any judgement and shall from time to time be compounded monthly on the amount overdue until payment thereof.

3.6    The Client shall not be entitled to withhold payment in whole or in part on the ground that it has a claim, counterclaim or set-off against the Company.

4.    SERVICES

4.1    The time for completion of the Services or delivery of Materials shall not be of the essence and any dates given by the Company are intended as estimates only. The Company shall not be liable for any loss or damage whether arising directly or indirectly from delay in completion or delivery.

4.2    After delivery to the Client all Materials shall be at Client’s sole risk in respect of all loss or damage arising from any cause whatsoever.

4.3    The Client’s approval to artwork, copy, masters and other material shall be conclusive and shall constitute the Client’s authority to the Company to proceed to production, print or publication as the case may be.

5.    CONFIDENTIALITY

The company shall not, and shall procure that none of its employees, agents or independent contractors shall, disclose to any person any information relating to the Client which is provided to the Company by the Client in the course of provision of the Services and which is expressly stated to be confidential and which by its nature is confidential. For this purpose, information is not confidential if it is or comes into the public domain through no fault of the Company, if it is already known to the Company at the time of its receipt from the Client or if it is subsequently received by the Company from a third party who has not received the information from the Client under a pledge of confidentiality.

6.    CLAIMS

6.1    The Company’s liability for defective Services or Materials, whether based on negligence or any other cause of action is limited to providing the defective Services again or correcting the defective Materials or, at the Company’s option, repaying a corresponding proportion of the price paid by Client and the Company shall not be under any other liability thereunder whatsoever.

6.2    The Company shall take due care of the Client’s materials. In the event of loss of or damage to any of the Client’s materials whilst in the possession of the Company, the Company’s liability shall be limited to the replacement of the basic material only, unless the Company is instructed (in writing) to insure the material to a greater value. In such an event, the Client shall reimburse to the Company the cost of the insurance.

6.3    Where materials are made by the Company in accordance with the instructions of the Client, the Company gives no warranty and makes no representation that any use by the Client of Materials will be free from infringement of any patent, copyright or other intellectual property right owned or controlled by any third party.

7.    RETENTION OF TITLE

7.1    Notwithstanding delivery the property in the Materials will remain in the Company and subject to the following provisions of this Condition Client will hold the Materials as bailee for the Company until payment in full of the price for the Services and all other sums due from Client to the Company on any account whatsoever (in this Condition referred to as “Payment”).

7.2    Client shall keep the Materials in good condition, and separate and clearly identified as the property of the Company until Payment.

7.3    The Company may at any time without notice recover possession of the Materials which are the property of the Company and Client grants to the Company irrevocable licence to enter for that purpose any premises then occupied by Client.

7.4    The Company shall be entitled to maintain an action for the price of the Services and Materials, notwithstanding that the property in the Materials has not been passed to Client.

8.    LIABILITY

8.1    The Client acknowledges that it does not contract with the Company on the basis of, and does not rely on, any representation, warranty or other provision except as expressly set out in these Conditions and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.2    Except to the extent specifically provided for in these Conditions, the Company shall not be liable for any loss, damage or injury however caused or arising (whether by the Company’s negligence or otherwise) from any defect in, failure in, or unsuitability for any purpose of, the Services or Materials.

8.3    The Company shall not in any event be liable for any loss of profit, sales, anticipated savings, goodwill or business opportunities or any type of indirect, economic or consequential loss even if that loss or damage was reasonably foreseeable or the Company was aware of the possibility of that loss or damage arising.

8.4    Where the Unfair Contract Terms Act (1977) applies, nothing in these Conditions shall exclude or restrict any liability for death or personal injury resulting from the Company’s negligence, as that expression is defined in Section 1 of that Act.

9.     FORCE MAJEURE

9.1    If the Company is prevented by reason of force majeure from providing the Services or any of them, the obligation of the Company to provide the Services under these Conditions shall be suspended whilst such prevention continues.

9.2    The Company shall not be liable for any loss or damage of any kind resulting from force majeure.

9.3    Force majeure shall mean any of the following causes, namely, Act of God, insurrection, riot, war, hostilities, warlike operations, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, fire, floods, droughts, earthquakes, mechanical breakdown, shortage of or inability to obtain materials, equipment or transportation or any other circumstances (whether of a nature similar to those specified, or not) beyond the control of the Company regardless of whether or not the circumstances in question could have been foreseen at any time.

10.     MISCELLANEOUS

10.1 Subject to clause 5, the Company may publicise the nature of the Services supplied by it to the Client in advertising, marketing and promotional literature and in presentations.

10.2 No failure or delay by the Company in exercising any right under these Conditions shall operate as a waiver thereof or extend to or affect any other or subsequent event or impair any rights or remedies consequent thereon or in any way modify or diminish the rights of the Company under these Conditions.

10.3 Client shall not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit    thereof to any other person.

10.4 If any Condition or part of any Condition shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforcable in any way, such invalidity or unenforceability shall in no way impair or affect any other Condition or part of any Condition all of which shall remain in full force and effect.

10.5 Any notice to be given under these Conditions may be delivered, or be sent by first class pre-paid post addressed to the party to be served at the address for such party last known to the party giving the notice or may be transmitted by telecopier to the telecopier number of the party to be served last known to the party giving notice. Notices served by post shall be deemed served on the second business day after serving. Notices served by telecopier shall be deemed served on the next business day after despatch provided that the original of the telecopier notice is sent by first class mail on the same day as the telecopier is dispatched.

10.6  These Conditions shall be governed by and construed in accordance with English law and Client submits to the non-exclusive jurisdiction of the English Courts.

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