TERMS & CONDITIONS ROGER CLINTON-SMITH LIMITED T/AS CLINTON SMITH DESIGN CONSULTANTS 1) Prices Clinton Smith shall charge for work at prices stated as our hourly rate, current at time of order, unless agreed otherwise in writing before the work starts. All prices given to customers are assumed to be exclusive of delivery charges and VAT. 2) Quotations Clinton Smith will quote prices and estimate delivery times for any job: a) Quotes and delivery estimates are provided subject to sight of work, and are subject to Clinton Smith having capacity available to complete the work. b) Customers are urged to check specifications and conditions in any quote. Clinton Smith will charge for work carried out beyond the quoted specification. c) Quotes are checked for accuracy. However, Clinton Smith reserves the right to decline work if an error occurred in the quote. 3) Payment terms The customer shall pay invoices for work ordered within 30 days from date of invoice. Clinton Smith reserves the right to charge interest on all overdue sums (including interest charges for late payment) at the rate of 2.5% per month, payable on demand. 4) Verbal Instructions The customer is urged to issue all instructions in writing and to confirm and telephone instructions by fax/email. Clinton Smith will use its best endeavours to follow instructions given verbally, but shall except no responsibility or liability for work carried out on this basis. 5) Proofs Clinton Smith cannot be held liable for final printed items that do not match original ink Jet/laser visuals presented in the design process. Due to different printing processes/methods final printed colours will vary, depending on stock used. a) If the client is using our files to print from, then the client must supply us with a proof of our work before print, this will enable us to check files for accuracy. If this procedure is not done then we are not liable for faults, errors or colour differences. 6) Work Supplied Late. Clinton Smith cannot be held responsible for work received late. Clinton Smith reserves the right to charge extra for work which, as a result of being supplied late, must be executed more quickly than originally agreed. 7) Print Work- in- Progress If progress of work is delayed without prior arrangement by more than seven days due to customer approvals, material supplied late, or for any reason that is out side the control of Clinton Smith, Clinton Smith shall be entitled to payment for all work already carried out, whether or not delivered. 8) Acceptance of Printed Work The customer shall inspect all work immediately on receipt, and give notice of any alleged defects in writing to Clinton Smith within three working days of delivery. Failing such notice, the work shall be deemed to have accepted the work and therefore will be liable for payment. 9) Liability Clinton Smith liability to the customer for any damage or expense caused by any failure to discover any defect/error in the work or otherwise arising, shall be limited to a sum equal to the amount Clinton Smith charges for those items of work effected. Clinton Smith cannot be held liable for any errors, failure, defect, or delay in the work caused by the supply of unsuitable specifications or computer files by the customer. 10) Force Majeure Clinton Smith shall have no responsibility to the customer in the event of any failure, delay or default due in whole or part to:- a) Circumstances beyond Clinton Smith control. b) Fire, power failure, mechanical or software failure, storage media corruption and unavoidable shortage of materials. c) Industrial disputes or third party actions. 11) Ownership Until work carried out by Clinton Smith is paid for in full, including interest for late payment, legal and beneficial ownership shall remain with Clinton Smith, and the customer shall hold the work on a fiduciary basis. Notwithstanding the above, the customer may sell on the work in normal course of business, in which case Clinton Smith ownership shall attach to the proceeds of the sale. 12) Intellectual Property Any creative elements in Clinton Smith's work are sold only as a limited license for use to the extent specified in (or that could be assumed from) the original order. Clinton Smith shall retain full legal and beneficial ownership of such creative work, and no additional or subsequent use or commercial exploitation may be made without Clinton Smith’s expressed permission in writing. 13) Indemnity & Libel/Obscenity The customer shall fully and effectively indemnify Clinton Smith against all costs, expenses,damages and losses in connection with any third party proceedings with respect of goods produced, worked on or work carried out by Clinton Smith, including claims and proceedings relating to copyright, trademarks, patents, industrial property, libel and obscenity. 14) Customer Default If the customer shall be in default, or if Clinton Smith has reason to believe that the customer will be unable or unwilling to discharge its obligations, then Clinton Smith may cease work without any liability and give notice to the customer that payment for any thing supplied under the contract between the two parties is due and payable immediately. Without prejudice to other remedies, Clinton Smith shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession, and shall be entitled to dispose of such goods or property as it thinks fit in order to apply the proceeds towards such debts. 15) Subcontracts Clinton Smith may subcontract any or all of the customers work, but Clinton Smith shall remain liable to the customer for it. We add a discretionary mark-up/handling charge at industry standard rates unless agreed otherwise in writing with the client prior to commencement of work. 16) Divisibility of Contract All contracts between Clinton Smith and its customers are divisible. Each delivery made (i) shall be deemed to arise from a separate contract, and (ii) shall at Clinton Smith’s discretion be invoiced separately. 17) Different conditions These conditions override any differing conditions which may appear on the customer’s order, and may be modified only with the written consent of Clinton Smith. 18) Governing Law The resolution of any dispute shall be governed by the Laws of England. 19) Publicity Rights Clinton Smith are entitled to claim authorship for designs/products reproduced wholly or substantially to our design. The customer agrees to give us credit where appropriate in all initial press publicity material. Clinton Smith appreciate the opportunity to see such material before publication. We reserve the right to use our design work in self promotion literature and advertising. 20) Printing Clinton Smith Shall sub-contract all print orders, Likeness in colour may vary on print runs and on reprints using the same colour, we are not liable for colour variations that are beyond our control, all print work colours vary between spot colours and 4 colour process of the same colour, orders are only accepted with this understanding. Print runs of with overs up to 10% of the quantity originally ordered will be charged.