Terms and Conditions

Terms & Conditions

Boilerhouse, Boilerhouse Communications, Boilerhouse Communications Limited, Boilerhouse Design, Boilerhouse Design Limited, the Boilerhouse Film Unit, the Power of Three Press, Press3 and thesundaypapers.co.uk are all trading names of Modern Products Limited. These terms and conditions shall apply to all goods and services supplied under any or all of the names listed above to any organization, individual or company to whom such goods and services are supplied (the Client). For the purposes of these terms and conditions the words the Consultants shall be taken to mean Modern Products Limited and any or all of its trading identities. These conditions supersede any previous terms and conditions.

1.0 CONFIDENTIALITY
The Client shall undertake not to disclose any confidential information obtained from The Consultants concerning the Consultants’ business without the Consultants’ prior agreement in writing.

2.0 CHARGES

2.1 The Consultants shall charge and the Client shall pay upon demand such costs, fees, charges and expenses as shall be agreed in writing with the Client for the supply of any goods and services.

2.2 No work will be undertaken until a written quotation has been agreed and signed by the Client.

2.3 A contingency estimate equal to 10% of the estimated total cost for the commission will be shown in the quotation. While The Consultants will use their best endeavours to keep to the estimated total cost agreed the Client shall be liable for and shall pay upon demand an additional amount not greater than the 10% contingency where The Consultants shall so demand

2.4 Where all or part of the contingency costs are to be invoiced The Consultants will inform the Client of the amount and the reasons for the additional charges, in writing, at the earliest opportunity.

3.0 EXPENSES

3.1 In addition to fees, The Consultants shall be reimbursed of all reasonable out-of-pocket expenses actually and properly incurred in the execution of the commission. Such expenses will include but are not limited to hotel costs, subsistence and travelling expenses, use of car and courier services.

3.2 Estimates for expenses will be included in the quotation and agreed with the Client before the work commences. Where additional expenses arise during the course of a project such expenses will be agreed with the Client before such expenses are incurred.

4.0 CHARGEABLE COSTS

4.1 Consumables such as CDs, fonts, prints and other reproductions of drawings, typesetting, the provision of dummies, models and mock-ups furnished at the client's request or with the client's approval (unless they comprise the design proposals or are included in a fixed fee agreement) and certain exceptional service charges such as international telephone charges shall be charged separately.

4.2 Estimates for chargeable costs will be agreed in writing with the Client before such expenses are incurred.

5.0 PAYMENT

5.1 The Consultants will invoice The Client at the end of each calendar month for work completed within that month or at agreed stages in the work as agreed in advance. The Client will pay the full amount within twenty-five days of the date of invoice. The date by which all payments must reach the offices of The Consultants is shown on all invoices.

5.2 The Consultants may exercise its right to interest under the Late Payment of Commercial Debts (interest) Act 1998 if invoices are not paid according to these credit terms. Without prejudice to any other remedy available The Consultants may charge interest on all late payments. This may happen automatically and without further reference to the client starting upon the 26th day after the payment due date on the invoice and continuing until funds clear into the Consultant’s bank account. If this becomes necessary a separate invoice for the interest will be issued at the end of the month in which the late payment occurred. An administration charge of £35.00 will be charged for each late payment invoice issued.

6.0 EARLY PAYMENT DISCOUNT
The Client may claim an early payment discount equal to 2.5% of the amount invoiced by paying the invoice immediately upon receipt and in such a way that the discounted amount clears into the Consultants bank account within seven working days of the invoice issue date. Full details of all available discounts are clearly shown on each invoice including the date by which payment must be received to qualify for a discount

7.0 VAT

7.1 Unless otherwise agreed in writing VAT will be added to all fees, costs, charges and expenses at the rate prevailing at the time of invoice

8.0 APPROVAL

8.1 Proofs of all work will be submitted for The Client's approval and The Consultants shall not be liable for errors not corrected by the Client in such proofs

8.2 Any alterations, additional work and additional proofs required by The Client after the proofs have been signed off may incur additional charges. Where such late alterations are requested by The Client, The Consultants will provide a separate quotation in writing for the additional charges and no work will be undertaken until the quotation has been agreed.

8.3 Where style, type, layout colour etc is left to the judgment of The Consultants, changes subsequently required by the Client may incur additional charges.

9.0 PROPERTY AND RISK IN GOODS

9.1 The Client shall be deemed to have accepted the goods and services on delivery but The Consultants shall retain ownership of all materials and goods produced by it to the order of the Client until all goods and services provided to the Client have been paid for in full.

9.2 The risk in the goods shall pass to the Client upon delivery which for the avoidance of doubt means from the commencement of unloading activities or when collected from The Consultants by the Client or its Agent as the case may be.

9.3 Electronic data and other materials owned by The Consultants or its supplier and used by The Consultants for example in the production of film setting, negatives, positives, plates, etc shall remain the exclusive property of The Consultants or its supplier as the case may be.

9.4 Any material made available to The Consultants by or on behalf of the Client shall, while it is in the possession of The Consultants or in transit, be at the Client's risk and The Consultants shall not be liable for any loss or damage to such materials however caused and the Client shall insure the said material accordingly.

9.5 All materials supplied to The Consultants by or on behalf of the Client may be destroyed and electronic data may be erased from memory and lithographic, or other work effaced immediately after the order is completed unless written arrangements are made to the contrary.

10.0 SPECIMENS

10.1 The client shall provide, free of charge, to The Consultants a reasonable number of specimens of any work carried out in connection with the commission.

11.0 MATERIALS SUPPLIED BY THE CLIENT

11.1 Where paper, disks, plates or other materials are supplied or specified by the Client, The Consultants will take every reasonable care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified. Additional costs incurred if materials are found to be unsuitable during production may be charged to the Client.

12.0 PERIODICAL PUBLICATIONS

12.1 A contract for the printing of a periodical publication shall 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. Such notice may be given at any time but whenever possible should be given after completion of work on any one issue.

13.0 USE OF WORK

13.1 Design or other work carried out in accordance with the commission shall not be used for any purpose or in any other media other than that for which it was commissioned without the Consultant’s prior written agreement

13.2 In no circumstances may any work in rough or uncompleted form be used or published as finished work without the prior written approval of the Consultants.

13.3 The Consultants shall at all times be entitled to use for purposes of promotion any of the commissioned work or any description or illustration of the commissioned work even if the intellectual property rights have been assigned to the Client.

14.0 MODIFICATIONS & REPRINTS

14.1 No modifications or alterations to any designs or other work supplied to the Client by the Consultants may be made without the consent of The Consultants. Any agreed modifications or alterations shall only be carried out by, under the supervision of or with the express permission of The Consultants.

14.2 In the event of any reprints being obtained by the client, these shall not differ in any way from the originals supplied, without the consent of The Consultants.

15.0 DESIGN CREDITS

15.1 The Consultants assert the right to be identified as author of any design work which has been created as a result of the commission and any publication of that work or reproduction thereof on any finished product shall bear a clear and distinctive credit to The Consultants in a form approved by The Consultants.

15.2 The name, signature or trading style of The Consultants shall not be registered in any way or used upon or in relation to any of the commissioned work unless asserted as above or approved in advance by The Consultants in writing.

16.0 INTELLECTUAL PROPERTY RIGHTS

16.1 All intellectual property rights arising in all or any of the work created by the Consultants are and shall remain the property of the Consultants until assigned in writing. Any fees paid to the Consultants shall not be deemed to include the assignment of any such intellectual property rights.

16.2 The Client may initiate negotiations to secure the intellectual property rights in the work produced during the commission at any point before, during or after the completion of the commission.

16.3 Charges for illustrations and photographs (including those rented from photo libraries) are for one time use only, unless otherwise agreed in writing at the time of the commission. The intellectual property rights in illustrations and photographs commissioned or sourced by the Consultants, on behalf of the Client, remain with the originator or with the Consultant whichever shall apply unless specifically agreed in writing.

16.4 Rights of possession and intellectual property rights in all roughs, transparencies, concepts, speculative artwork and other materials delivered to the Client remain the property of the Consultants. The Client undertakes to return all such materials to the Consultants on demand.

16.5 All rights intellectual and actual in all electronic files created during the performance of the work commissioned remain the property of The Consultants unless and until the transfer of such rights is agreed in writing.

17.0 INDEMNITY, CLAIMS AND INSURANCE

17.1 The Client shall indemnify The Consultants and keep them indemnified against all or any costs, claims, damages, demands and expenses (including legal costs) which may be incurred by or made against The Consultants by any third party by reason of the supply of The Consultants goods or services in accordance with the Client's instructions.

17.2 The Client warrants that any information or material which is supplied to the Consultants will be accurate and in no way misleading and will not infringe any third party’s copyright, registered design, or other intellectual property rights or obligation of confidentiality. The Client will indemnify the Consultants against all actions, suits, claims, demands, losses, damages or expenses directly or indirectly incurred in consequence of any information or material provided by the Client or in consequence of performing any work for the Client.

17.3 The Consultants shall not be liable to the Client for any damage to goods, delay in delivery or loss or partial loss of goods in transit unless the Client notifies The Consultants in writing within seven days of delivery date. Failing which the goods shall be conclusively deemed to have been accepted by the Client.

17.4 The Client shall be responsible for effecting all necessary insurance in respect of any loss, damage, or expense that it may suffer directly or indirectly in relation to the provision or non-provision of The Consultants goods and services.

17.5 In any event The Consultants shall not be liable for any consequential loss however arising.

18.0 SUSPENSION AND/OR TERMINATION OF AGREEMENT

18.1 Any agreement between The Consultants and the Client shall terminate if either party commits a breach of it and fails to remedy the breach within fourteen days after receiving notification in writing from the other party specifying the breach and requiring its remedy.

18.2 The Consultants shall be entitled to suspend performance of the contract if and for so long as the Client shall be in breach of any of its obligations

18.3 Any agreement between The Consultants and the client shall terminate without notice if the Client commits any act of bankruptcy or commences any proceedings for winding up (other than for the purposes of amalgamation or reconstruction) or if an Administrator, Receiver or Liquidator is appointed for the whole or any part of the Client’s business.

18.4 On termination or postponement of the commission, or any part of it, for any reason The Consultants shall be entitled to full remuneration for the work completed to the date of termination or postponement, together with all costs and expenses. If any of the intellectual property rights in any of the commissioned work have been assigned to the client, such rights shall in the event of any such termination or postponement automatically revert to and shall be assigned to The Consultants and the Client shall sign all documents and do all such acts in order to fulfil the same.

19.0 RESUMED COMMISSION

19.1 If a postponed commission is resumed without substantial alteration within a period of six months from the date of postponement, any fees paid shall rank as payments on account towards the total final fee payable on completion of the work. Where a commission has been postponed for a period exceeding six months and then resumed, any fees paid shall be regarded as final payment for the services originally rendered. The resumed commission shall be deemed to constitute a separate contract for which fees shall be renegotiated.

20.0 ARBITRATION

20.1 Where any difference or dispute arising out of these terms and conditions cannot be determined the matter can be referred to the arbitration of a person appointed by agreement between both parties or, failing agreement within fifteen days after either party has given to the other a written request to agree to the appointment of an arbitrator, a person nominated at the request of either party by the President or a Vice-President, for the time being, of the Chartered Institute of Arbitrators.

21.0 FORCE MAJEURE

21.1 The Consultants shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike, default or failure of subcontractor or suppliers or any other cause beyond its reasonable control and The Consultants shall not be liable for any loss, damage or expense suffered by the Client or any third party arising directly or indirectly from any such matters.

22.0 WAIVER AND/OR VARIATION OF TERMS & CONDITIONS

22.1 The waiver or non-enforcement by The Consultants of any breach or non-observance of any of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed a waiver of any subsequent breach.

22.2 These Conditions shall apply to all goods and services supplied by The Consultants. Any provision, stipulation or condition in the conditions of order of the person, firm or company to whom such goods and services are supplied or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail.

22.3 These Conditions shall not be varied, waived or modified except in writing under the hand of a duly authorized officer of The Consultants.

22.4 The Consultants reserves the right to vary these Conditions from time to time subject to giving prior written notice to the Client.

22.5 Any provision of these Conditions that is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions.

22.6 The headings and paragraph numbering used herein are for convenience only and shall not affect the meaning or construction of these Conditions.

23.0 NOTICE

23.1 Any notices required to be given under these Conditions shall be in writing and shall be served by prepaid first class letter addressed to the party to which it shall be sent at its principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice and shall be deemed to be delivered 48 hours after posting.

24.0 PROPER LAW AND JURISDICTION

24.1 These Conditions shall be governed and construed according to English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts

© Modern Products Limited 2008

BOILERHOUSE, Boilerhouse Communications, Boilerhouse Communications LIMITED, Boilerhouse Design, Boilerhouse Design Limited, the boilerhouse film unit AND THE POWER OF THREE PRESS, Press3, the sundaypapers.co.uk ARE ALL TRADING NAMES OF MODERN PRODUCTS LIMITED REGISTERED IN ENGLAND NO 03866041 VAT NUMBER 753720042 REGISTERED OFFICE HARWOOD HOUSE CHIPPING NORTON ROAD HOOK NORTON OX15 5NT T: 0845 0945641 E:INFO@BOILERHOUSE.CO.UK