Terms of Business
CREATIVE MAIL SOLUTIONS LIMITED TERMS OF BUSINESS
1. Interpretation
1.1 In these Terms:
“Charges” means the fees payable by the Client to CMS for the Services as agreed;
“Client” means the person, business or organisation Sheet for whom CMS has agreed to provide the Services in accordance with these Terms;
“Contract” means the contract or any other agreement for the provision of the Services consisting of these Terms and the Specification Sheet;
“CMS” means Creative Mail Solutions Limited (registered in England and Wales under number 6036821) whose registered office is at 5 Constable Court, Barn Street, Sudbury, Suffolk, CO10 9RB, its employees, agents or sub-contractors;
“Document” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
“Input Material” means any Documents or other materials, and any data or other information provided by the Client relating to the Services;
“Services” means any services to be provided by CMS for the Client and referred to in the Specification Sheet.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2. Supply of the Services
2.1 CMS shall provide the Services to the Client in accordance with the Contract. Any changes or additions to the Contract must be agreed in writing by CMS and the Client.
2.2 The Client shall at its own expense supply CMS with all necessary Input Material relating to the Services, within sufficient time to enable CMS to provide the Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
2.3 The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. CMS shall have no liability for any such loss or damage, however caused.
2.4 CMS may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Services.
3. Charges
3.1 Subject to any special terms agreed, the Client shall pay the Charges together with any additional sums which, in CMS’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3.3 CMS shall be entitled to invoice the Client upon completion of the project, or at other times as agreed with the Client.
3.4 The Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set off or other deduction) within 30 days of the date of CMS’s invoice unless otherwise agreed in writing between CMS and the Client.
3.5 If payment is not made on the due date, CMS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of HSBC Bank plc from the due date until the outstanding amount is paid in full.
4. Input Material
4.1 The Client warrants that any Input Material and its use by CMS for the purpose of providing the Services:
4.1.1 will not infringe the copyright or other rights of any third party,
4.1.2 complies with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority; and
4.1.3 complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory recognised authorities and the law of the European Economic Community) for the time being in force or applicable in the United Kingdom.
5. Warranties and Liability
5.1 CMS warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, within the times referred to in the Specification Sheet.
5.2 CMS shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault of the Client.
5.3 CMS shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of CMS, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of CMS under or in connection with the Contract shall not exceed the amount of CMS’s charges for the provision of the Services, except as expressly provided in these Terms.
5.4 CMS shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of CMS’s obligations in relation to the Services, if the delay or failure was due to any cause beyond CMS’s reasonable control.
6. Indemnity
6.1 The Client will indemnify CMS and agrees to keep it indemnified against all claims, costs, proceeding, demands, losses, damages, expenses or liability whatsoever arising directly or reasonably foreseeably as a result of any breach or non-performance of any of the representations, warranties or other terms contained in these Terms or implied by law.
7. Termination
7.1 CMS may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the Client if:
7.1.1 the Client commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so; or
7.1.2 the Client goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
8. General
8.1 These Terms (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
8.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.3 CMS may assign or transfer any of its rights or sub-contract any of its obligations under the Contract to any third party. The Client may not assign or transfer any of its rights or sub-contract any of its obligations under the Contract except with the specific permission in writing of CMS.
8.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.5 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
8.6 English law shall apply to the Contract, and the parties agree to submit to the non exclusive jurisdiction of the English courts.