IQUK |Terms and Conditions
General Terms & Conditions of IQUK .
The following terms and conditions apply to the Agreement and each future request for the supply of services and/or materials received by IQUK from the Client from time to time unless otherwise agreed in writing. The communication of a request by the Client to IQUK for the supply of services and/or materials shall amount to the Client's acceptance of these terms.
1. Price variation - Estimates are based on the current costs of production and unless agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2. Tax - IQUK or its nominated agents reserves the right to charge the amount of value added tax payable whether or not included on the estimate or invoice.
3. Preliminary work - All work carried out, whether experimentally or otherwise, at a customer's request shall be charged.
4. Copy - Where any additional work of whatever nature is necessary as a result of anything, including any copy supplied by a customer not being clear and/or legible IQUK shall be entitled to make additional charges on a time and materials basis to cover such additional work.
5. Proofs - Mock ups, test websites or proofs of all work may be submitted for customer's approval. IQUK or its nominated agents shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to the IQUK's discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis.
6. Copyright
(a) Unless otherwise agreed in writing and signed by both parties, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever (including any code text and/or content) prepared, developed or created by IQUK, including in connection with any website and/or web booklet created by IQUK ("a Website") shall vest in and belong to IQUK. IQUK may use any artwork or printing or website produced by itself for the purposes of promoting itself. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials ("Materials") prior to instructing IQUK to reproduce the same. The customer shall indemnify and hold IQUK and all of its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the use and/or reproduction of the Materials by IQUK infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
(b) All design, text, illustrations, graphics, photographs, diagrams, drawings, logos and the selection and arrangement thereof, and all source code and all other material content of any Website owned, controlled or operated by IQUK and its Marketing Collateral are the intellectual property of IQUK or its content providers and as between IQUK and the customer all intellectual property rights (including all copyright) arising out of or connected with such content shall belong to IQUK.
No reproduction of any part is allowed without written and signed permission by the proprietor or an authorised representative of IQUK.
7. Company imprint
Unless otherwise specifically requested in writing all work may carry our company imprint(s) which will be positioned at our discretion.
8. Delivery & Payment
Delivery of work by IQUK shall be deemed to take place upon collection of the work by the customer (where the customer is obliged to collect the work) or (where IQUK is obliged to deliver the work) actual delivery of the work to the customer by IQUK . Where the customer is obliged to collect the work, customer's failure to collect the work on the day on which IQUK is contractually obliged to have it ready for collection shall be classed as a Customer Delay. Where IQUK is obliged to deliver the work to the customer but the customer provides IQUK with incomplete or incorrect delivery information or is not available to accept delivery, then provided that IQUK has used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as a Customer Delay.
In the unlikely event that IQUK deems it necessary to re-print work, the Guaranteed Period shall recommence from the time of IQUK's confirmation to the customer of its agreement to reprint the work.
Unless otherwise specified the price quoted is for collection of the work from IQUK at 114A London Road, Chatteris, Cambridgeshire, PE16 6SF. A charge may be made to cover any extra costs involved for delivery to a different address.
9. Websites
Delivery shall occur on the completion of the creation by IQUK of the number of web pages / website specification as set out in the accepted quotation / order form at which point IQUK shall be entitled to payment in full (and accordingly IQUK will be entitled to payment in full before the Website comes on-line). The customer acknowledges and agrees that whilst IQUK will agree with the customer an estimated date by which the Website will be "on-line" such a date is only an estimate and time is not of the essence as regards the Website coming on-line and accordingly, IQUK shall have no liability to the customer if the Website isn't on-line by such estimated date. The customer will still be obliged to pay in full for the order in respect of which delivery was after the estimated delivery date.
General:
These services rely on the customer not delaying the progress of the order in any way (which delays include but are not limited to the customer not approving proofs or mock-ups or failing to provide copy or content by the time specified by IQUK or failing to make payment by the time such payment is due) (a "Customer Delay"). In the event of a Customer Delay the customer shall not be awarded a Credit and the customer shall still be obliged to pay the Premium Charges but IQUK shall not be bound to deliver within the Guaranteed Period.
Should work be suspended at the request of or delayed through any default of the customer including a Customer Delay for a period of 30 days or more IQUK shall then be entitled to payment in full for the work already carried out, materials specially ordered and other additional costs including storage / hosting (where applicable) and/or services ordered.
IQUK shall be entitled to payment in full before the Website will be on-line
Should expedited delivery be agreed IQUK shall be entitled to make additional charges on a time and materials basis to cover any overtime or any other additional costs involved, including without limitation, the cost of couriers or special delivery post.Risk of loss of or damage to work completed by IQUK shall pass to the customer on delivery. Notwithstanding delivery and the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be retained by IQUK until IQUK has received payment in full in respect of the work.
10. 1 Claims
Print: Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to IQUK and the carrier within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to IQUK and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to IQUK within 28 days of delivery. IQUK 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.
10. 2 Claims Websites: IQUK has no control of, or responsibility for, the Content of our Client's web sites. In no way does the textual or image based Content of our Client's web sites constitute IQUK endorsement, or approval of the web site or the material contained within the web site. IQUK has not verified any of the materials, images or information contained within our Client's web sites and is not responsible for the Content or performance of these sites or for the client's transactions with them.
The Client is expected to test fully any application or programming relating to a website developed by IQUK before being made live for use. Where Bugs, errors or other issues are found after the site is live, IQUK will endeavour to correct these issues to meet the standards of function outlined in the quotation free of charge for the first 3 months. It is the client's responsibility to notify IQUK of any inaccuracies during this time and to check and satisfy themselves that any work completed remedies the inaccuracies so notified. Any inaccuracies, errors, bugs or issues notified after three months of the website going live may, at the discretion of IQUK, be subject to charge to resolve.
11.Liability. IQUK gives no warranties, or guarantees, or makes any representations as to the merchantability or fitness for a particular purpose of any completed work (including any Website, software and/or web booklet) the subject of a customer's order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. IQUK shall not be liable for any loss arising from delay in transit not caused by IQUK. Further, IQUK shall not be liable for any indirect, special or consequential damages, loss of profits, economical loss, loss of goodwill or loss of anticipated savings or loss of data including any data stored on or accessible through a Website. The total aggregate liability of IQUK in respect of any and all causes of action arising out of or in connection with the customer's order and IQUK performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 10) be limited to the sums paid to IQUK by the customer in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
12. Standing Material
Metal and other materials owned by and used by it in the production of plates, film-setting, negatives, positives and the like shall remain the exclusive property of IQUK . Such items when supplied by the customer shall remain the customer's property.Lithographic, together work or other materials supplied by the customer may be effaced or destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, IQUK shall be entitled to make additional charges.
13. Customer's Property
The customer's property and all property supplied to IQUK by or on behalf of the customer shall while it is in the possession of IQUK or in transit to or from the customer be deemed to be at customer's risk unless otherwise agreed and the customer should insure such property accordingly. Where a customer fails to collect work within 20 working days from notification to the customer of completion of the work, IQUK shall be entitled, at its discretion, to either store the work until actual delivery or collection is made and charge the customer for the costs (including insurance) of storage or to destroy such work (provided that the customer shall nevertheless remain liable for payment in respect of the relevant order).
14. Materials Supplied by the Customer
IQUK may reject any paper, plates or other materials supplied or specified by the customer which it considers to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by IQUK in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.
IQUK shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of defects in or the unsuitability of materials supplied or specified by the customer.
IQUK shall assume that quantities of materials supplied shall be adequate to cover normal spoilage accordingly if the quantities of materials supplied are not sufficient to cover normal spoilage ("an Insufficient Supply") then IQUK shall have no liability for any shortfall in quantity to the extent that such shortfall arises as a result of such Insufficient Supply.
15. Credit Terms and Payment
For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar), IQUK reserves the right to suspenend or cancel design sevices, printing, hosting, domain, email services in addition to charging interest on the overdue debt at 4% above the LloydsTSBbase rate at the time and an administration fee to cover its debt recovery costs and any other costs relating to the collection of payment.
16. Insolvency
If the customer ceases to pay its debts in the ordinary course of business or cannot pay its 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, IQUK without prejudice to other remedies shall (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to IQUK, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in IQUK 's 's possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as IQUK thinks fit and to apply the proceeds towards such debts.
17. Illegal Matter
IQUK shall not be required to print, email or host web pages containing any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.
The customer shall indemnify and hold IQUK and all their agents and representatives harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or becoming Offending Matter.
Without prejudice to any other right or remedy the printing.com reseller may have under these terms and conditions or at law, in the event that IQUK reasonably believes that any Website contains Offending Matter or if required by any court or other competent authority to take the Website down then it may without any liability whatsoever to the customer and without giving any prior notice to the customer, take the Website in question down.
18. Periodical Publications
Save in respect of a material breach and/or in the event that a claim arises under any indemnity set out above a contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Without prejudice to the foregoing, IQUK may terminate any such contract forthwith should any sum due thereunder remain unpaid for a period of 7 or more days from its due date.
19. Full Colour Printing
All reasonable efforts shall be made to obtain the best possible colour reproduction on customer's work but variation is inherent in the print process and it is understood and accepted as reasonable that, IQUK shall not be required to guarantee an exact match in colour or texture between the customer's photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by IQUK or other party) or any other materials supplied by the customer and the printed article the subject of the customer's order.
20. Data Protection
By placing an order with IQUK , the customer consents to its details being passed on to IQUK for accounting and marketing purposes. The details will be kept by IQUK even after the customer's trading relationship with IQUK has terminated. IQUK may use the customer's personal data to let customers know about goods and services similar to the goods or services provided to the customer previously and any others matters that IQUK consider may be of interest to customers.
21. Force Majeure
IQUK shall be under no liability if it shall be unable to perform any obligation which is owed by it to the customer for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials or services required for the performance of the contract, any loss of access to any network (including the internet) or any act or omission of any ISP, Website host, or similar which arises other than as consequence of IQUK being in breach of any agreement with the ISP or Website host (or similar) in question. During the continuance of such a contingency the customer may by written notice to IQUK to elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
22. Websites, Website Services and Software Development
(a) The customer acknowledges and agrees that any code, software, content, graphics, visuals and the look and feel of any Website or Software ("the LM IP") shall, as between the customer and IQUK, belong to IQUK. Further, save as expressly granted under the contract with IQUK, the customer shall have no right or licence whatsoever in or to the LM IP.
(b) The customer acknowledges and agrees that IQUK will use its reasonable endeavours to ensure that the Website or software is, otherwise than for maintenance (whether routine, planned or emergency) accessible at all times, it gives no warranty whatsoever that the Website will be accessible either in whole or in part or otherwise "on line" for any period of time or that access will be uninterrupted or secure.
(c) Domain Name Registration - When you register a .uk domain name, or we register a domain on your behalf, you are also entering into a contract with Nominet and you agree to their terms and conditions. This is a separate contract to any you may have with a third party for the provision of Internet services. Please read before you register your domain name. Should the client request that a domain name purchased by IQUK on their behalf be transferred to another host, a release fee of up to £50 may be charged. 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 IQUK on the client's behalf.
(e) The customer may have access to certain of IQUK's proprietary software ('CMS - content management centre') that allows the customer to update the content of the Website (excluding web booklets). However, IQUK reserves the right to, without incurring any liability whatsoever to the customer, deny such access and/or otherwise and without giving any reason therefore to cease making CMS available.
(f) The customer agrees that in respect of the Website it will not:
(i) do any illegal act including without limitation, drug dealing, violation of national export restrictions, harassment, fraud, trafficking in obscene material, distributing viruses, trojan horses or any other similar harmful or deleterious programming routines;
(j). The customer acknowledges and agrees that IQUK will have no liability for any element of the Website that was not created by it or on its behalf or which was supplied by the customer and further, the customer acknowledges and agrees that IQUK shall only be liable in respect of any inaccuracy of any element of the Website that has been created by it or on its behalf if having been notified of such inaccuracy, which notification must be within 28 days of delivery, IQUK has, after having been supplied with everything it reasonably requests from the customer, failed to rectify the inaccuracy or attempted to rectify the inaccuracy, within seven days of being so notified then the extent of IQUK liability in respect of such liability shall be governed by these terms and conditions. In the event that IQUK has attempted to remedy the inaccuracy, within 7 days of being notified, it is the customer's responsibility to check and validate that the work satisfactorily resolves the inaccuracy. IQUK accept no liability for such work being carried out that is not checked by clients and which, despite its reasonable endeavours, is later still found to be inaccurate.
(k) As regards the provision of the Website and any related services by IQUK, any words and phrases which have a customarily accepted meaning within the IT industry shall have that meaning unless stated otherwise.
(l) Where we have been asked to provide search engine optimisation for a Client, we do not guarantee any specific placement or high ranking on search engines.
(m) IQUK will host our clients website on receipt of payment of our Hosting Fees. In doing so we will endeavour to provide a reliable and professional service to the Client at all times but do not guarantee that the website hosting will be available at all times, especially in the event of a technical failure beyond our control. The hosting provider IQUK uses to host its Clients websites is monitored 24 hours a day, 7 days a week by qualified corporate support engineers. If a problem is detected with our Clients websites due to a hosting failure IQUK will endeavour to respond to any failures and will work with our hosting provider resolve the problem.
(n) IQUK will not be held responsible for the function and proper use of 3rd party hosting and domains. In the case where a website has been designed for use on a non IQUK server it is the customer's responsibility to ensure that their host is working and the domain is fully resolving. This includes any database functionality. IQUK will not be held responsible for any delays incurred in transferring content to a 3rd party host. IQUK reserve the right to administer an additional IQUK for any delays occurred in transferring content to a 3rd party server. In some cases it will not be possible for us to process the content transfer. In such a case it will be the responsibility of the customer to upload the content.
23. Severability - If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
24. Invalidity of other terms - Unless expressly agreed to in writing, no other terms (including those contained on any purchase order supplied by a customer) nor any representation will form part of any contract between IQUK and the customer and these terms and conditions will, in absence of any written agreement between IQUK and the customer stating otherwise, represent the entirety of the terms of such contract.
25. Notice - Any notice to be required to be served under any contract between IQUK and the customer shall be in writing and delivered personally or sent by first class prepaid post to IQUK 114A London Road, Chatteris, Cambridgeshire, PE16 6SF and, in the case of the customer, to the address of the customer detailed in the order form. Any such notice shall be deemed properly served, in the case of personal delivery on delivery and in the case of posting two working days after the date of posting.
26. Variation to Terms and Conditions - These terms and conditions may be amended from time to time. The most up to date version can be supplied upon request.
27. Law - These terms and conditions and all other express terms of the contract with customers shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any contract between IQUK and the customer into which these terms are incorporated.
Effective June 2010
IQUK . Evennett House . London Road . Chatteris . Cambridgeshire . PE166SF
HQ Design for Print and Web
Branding and Marketing for Print, Company Identity, Brochures, Leaflets, Business Stationery, Folders, Exhibition Banners as well as Web Hosting and Website, Microsite Design.