SW1 Limited

General Terms of Business

1. DEFINITIONS

The following terms and conditions relate to the agreement between SW1 Ltd (‘the Company’) including any other person or company acting as UK representative or lawful agent of the Company and you as our customer (‘the Customer’) which refers to the person, business or company from whom orders for work are received.

2. PRICES

All work received from the Customer by the Company including preliminary work before agreeing to place a firm order will be charged on the basis of work completed to date plus Value Added Tax (VAT), other taxes, duties, royalties, relevant to the work done.

3. ESTIMATES

A) Where an estimate has been given to the Customer for charges on a particular order the Company reserves the right to adjust the price at the current rate for any amendments made directly or otherwise by the Customer unless otherwise agreed. Any estimate is made on the basis that the Customer is liable for any increase incurred on the Customer’s behalf. Where work is approved by the Customer and subsequent adjustments made, the Customer will be charged at the current rate at which the work is carried out.

B) It is the Customer’s sole responsibility to: (i) request an estimate before placing an order; (ii) confirm any price before placing an order and to eliminate any doubts the Customer may have over the accuracy of any price before placing an order (including prices printed in any literature or published electronically).

C) If however a price has not been expressly agreed at or before the time an order is placed the Company will charge the Customer in accordance with the Company’s normal pricing structure and the Customer will not subsequently dispute the price charged.

4. CREDIT LIMIT

A) The Company will set a credit limit upon the opening of an account and it shall carry out work up to that agreed limit provided that the payment is made within 28 days of the limit being breached but no further work will be carried out or delivered from the Company or its suppliers without payment of all sums being due.

B) The Company has the right to recalculate the Customer’s limit at regular intervals.

5. DEPOSIT

The Company reserves the right to request a deposit of up to 50% of costs and expenses being incurred on the Customer’s behalf.

6. PAYMENT TERMS

Accounts must be settled by the Customer within 30 days from the date of invoice.

7. INTEREST

The Company reserves the right to charge interest and claim recovery costs for the same. Interest will be charged on bills that are not paid after 30 days at 15% p.a. or at 8% p.a. above the base rate (for the time being of Barclays Bank plc) whichever is higher, rising to 25% p.a. or 15% p.a. above the base rate, whichever is higher, on bills not paid after 60 days. Debt recovery costs on late payments will be charged monthly at the amounts set by the Government’s late payment legislation.

8. LATE PAYMENT

A) The Customer must: (i) pay all sums due to the Company on demand or otherwise; (ii) not exceed any credit limit that the Company may apply to the Customer’s account from time to time; (iii) make regular progress or stage payments on any order that takes longer than 28 days to complete;

B) Payment must be made on time, in full, and without any deduction, set off or counter-claim. In the event that an account is outstanding, the Company will refer the matter to its debt collection agents, Daniels Silverman Limited, which will incur costs. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. The Customer agrees it will be legally liable to pay the Company that surcharge, and that payment of the same can be enforced against the Customer in court.

9. GENERAL CONDITIONS – LIABILITY & INTELLECTUAL PROPERTY

A) The Company’s liability to the Customer is limited to any cost of such work that it invoices;

B) The Company shall not be liable to the Customer for any delay or failure on its part which is due to any cause beyond the Company’s reasonable control (which shall include industrial action or trade disputes involving the Company’s employees and its suppliers).

C) Where instructions are received from a Customer who is a company director or shareholder who, or with their partner, holds shares, it is agreed that, in the event of insolvency or company voluntary arrangement, the Customer will personally indemnify the Company for sums due including outstanding costs and disbursements and VAT incurred.

D) The Company shall: (i) exclusively own the copyright of any work it produces; including, but not limited to: artwork, copywriting, images/photography, video; the copyright of the way in which a work is presented or designed and the content material of any work it has created for the Customer (this excludes artwork created by the Customer where the Company only makes amendments to that artwork at the Customer’s request and where those amendments or alterations are slight or incidental in nature and do not change the substance of the original design); (ii) exclusively own all working materials (files, disks, papers, bromides, plates etc.) used to create or maintain work which it has undertaken for the Customer; and (iii) unconditionally license the Customer to use, reproduce or reprint a design or work which it has undertaken for the Customer and for which the Company owns the copyright.

 

E) The Company shall not: (i) own the copyright of the content of any material it has not created; (ii) own the copyright of any proprietary logos, text, illustrations or photographs supplied to it by the Customer or other third-party copyright holders; (iii) be obliged at any time to give its working materials (files, disks, papers, bromides, plates etc.) or a copy of them to the Customer; and (iv) be liable for the loss of any data held by the Company on behalf of the Customer.

F) ARTWORK FORMAT. The Company shall not be held responsible for: (i) corruption of received files via physical or digital means. Accepted file formats: InDesign (INDD), Illustrator (AI), Photoshop (PSD), QuarkXpress (QXP/QXD), Word (DOC/DOCX), EPS, TIFF, PDF, or JPEG files; (ii) exact matching of logos, namestyles or typefaces unless it is supplied with the item in digital form with associated colour reference and fonts; and (iii) advertisement files or artwork sent accidentally as low resolution.

G) ORDER CANCELLATION. If the Customer cancels an order after the Company has commenced work, the Customer will be charged the full order value or such lower amount as it may (at its sole discretion) determine.

H) NOTICE. It is agreed that the Customer will notify the Company in writing of any change of address (including email address) or telephone/fax numbers; and, unless this occurs, the Customer will be deemed to have received any post, including formal papers from any court or tribunal, emails, or answer telephone/fax messages, whether or not the Customer responds.

I) SUPPLIED MATERIALS. (i) Images or text supplied by the Customer for use within the Company’s activities will be free from any rights or exclusions for use. The Company shall accept no liability for claims against such materials supplied. (ii) Data supplied to the Company by the Customer, as role of processor, will be General Data Protection Regulation (Regulation (EU) 2016/679) compliant as well as complying with the respective obligations under the Data Protection Act 1998 and Privacy and Electronic Communications Regulations (EC Directive) 2003. (iii) The Company will accept no liability following the incorrect supply of data from the Customer.

J) DIGITAL MEDIA. (i) Services or goods purchased for digital media on an auto renewal basis, such as hosting and URL/domain names, will be charged to the Customer at the time of renewal without notice. Cancellation should be received by the Company 90 days prior to the renewal date. (ii) The Customer is liable for all cost incurred for the reprogramming of web based material should the need arise through legislation changes or the introduction/reprogramming of search and or browser programmes. (iii) The Company is not liable for losses incurred due to any downtime of the Customer’s web presence. (iv) The Customer has three (3) calendar months from official launch date to review the programming of its new website against the original brief. Any programming requirements after this period will be charged to the Customer in accordance with the Company’s standard pricing structure.

K) SOCIAL MEDIA. The Company shall not be held liable for any losses or claims that occur due to any post/comment or action of any kind performed on behalf of the Customer on any digital or social media platform.

10. OWNERSHIP

A) The Company shall have a general lien on all goods or documents relating to goods for all sums due at any time the Customer or Owner shall be entitled to sell or dispose of such goods or documents at the expense of the Customer and apply the proceeds in or towards the payment of such sums on 28 days’ notice in writing to the Customer.

B) The Company may at any time prior to payment in full being made, require the Customer to deliver up all such goods to the Company.

11. DELIVERY

A) Notification of damage, deviation or mis-delivery must be made within 24 hours of delivery.

B) When the goods are accepted or dealt with upon instructions from the Customer any charges or other expenses from the consignee or other person, the Customer will remain wholly responsible if they are not paid by such consignee or other person immediately when due.

12. THE COMPANY AS FORWARD AGENT

The Company shall not be liable to the Customer or Owner for loss or damage arising from any non-compliance or mis-compliance with the Customer’s or Owner’s instructions or for any failure to perform, whether wholly or in part, their obligations (whether such obligations arise in contract or otherwise) unless the same is due to the negligence of the Company or its own servants unless agreed otherwise by the Company prior in writing.

13. THIRD PARTY EXCLUSION

A person who is not a party to this Agreement shall have no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant of that Act. The Company accepts no responsibility to third parties for any aspect of its services or work that is made available to such third parties.

14. JURISDICTION AND APPLICABLE LAW

These Conditions and any act or contract to which they apply shall be governed by English law.

15. It is acknowledged that the Customer has read these Terms and Conditions and confirms that it has authority.

16. It is acknowledged that the Customer accepts these Terms & Conditions when ordering any services from the Company.