Standard terms and conditions
1.
INTRODUCTION
These terms and conditions shall apply to any contract between
Mediascene and the Client (which shall mean the person, firm or company
placing any order which is accepted by Mediascene) for the supply of goods (including any instalment or part of them) and services (including any part of them) which Mediascene is to supply or deliver.
These terms and conditions supersede any of Mediascene's previous terms and conditions, and any practice or course of dealing previously applying between Mediascene and the Client.
These terms and conditions shall apply to any contract between
Mediascene and the Client (which shall mean the person, firm or company
placing any order which is accepted by Mediascene) for the supply of goods (including any instalment or part of them) and services (including any part of them) which Mediascene is to supply or deliver.
These terms and conditions supersede any of Mediascene's previous terms and conditions, and any practice or course of dealing previously applying between Mediascene and the Client.
2.
QUOTATIONS
Your quotation is based on information available to Mediascene at the date of the quotation and is subject to sight of materials, their suitability, and any artwork to be supplied to Mediascene by the Client.
Quotations are valid for a period of 30 days and are for the whole of the goods or services to which the quotation relates. Mediascene may extend the period for consideration of its quotation at its discretion, and may refuse to accept any order for goods and services which constitute only a part of the quotation, unless your initial specification requested separate quotations for separate elements of the order.
All orders must be in hardcopy or e-mail. No contract shall exist between Mediascene and the Client where Mediascene rejects the order.
Your quotation is based on information available to Mediascene at the date of the quotation and is subject to sight of materials, their suitability, and any artwork to be supplied to Mediascene by the Client.
Quotations are valid for a period of 30 days and are for the whole of the goods or services to which the quotation relates. Mediascene may extend the period for consideration of its quotation at its discretion, and may refuse to accept any order for goods and services which constitute only a part of the quotation, unless your initial specification requested separate quotations for separate elements of the order.
All orders must be in hardcopy or e-mail. No contract shall exist between Mediascene and the Client where Mediascene rejects the order.
3.
ORDER, SUPPLY AND DELIVERY OF MATERIALS
3.1.1
Supply of materials
The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:
The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:
(a)
conform to specifications in the quotation and Royal Mail requirements;
(b)
are supplied punctually;
(c)
are accompanied by a delivery advice note stating the quantity and description of the materials supplied;
(d)
are delivered on pallets, boxed, packed and supplied in such a way as to withstand normal storage and handling;
(e)
are sufficient to enable Mediascene to deliver the correct quantity of any printing or reproductive work ordered allowing for normal wastage and spoilage.
3.1.2
Mediascene shall use its reasonable endeavours to provide the Client with a reasonable estimate of the quantity of printing or reproductive work required.
3.2
Checking materials
Mediascene shall count the number of pallets containing materials supplied by or on behalf of the Client against any delivery note and shall immediately report any discrepancy to the Client. Mediascene shall not however be responsible for any loss arising from any errors or omissions in the goods supplied.
Mediascene shall not be required to check the quality or quantity of pallet contents supplied by or on behalf of the Client, other than sample checks on one box per pallet.
Any deliveries received without an accompanying delivery note, and/or deliveries received where items are mixed either in boxes or mixed pallets, take extra time for us to sort, check, book-in, and produce a schedule of items received for the client. Such deliveries will be liable to a Mediascene surcharge, based on £20 per hour spent on such deliveries.
Mediascene shall count the number of pallets containing materials supplied by or on behalf of the Client against any delivery note and shall immediately report any discrepancy to the Client. Mediascene shall not however be responsible for any loss arising from any errors or omissions in the goods supplied.
Mediascene shall not be required to check the quality or quantity of pallet contents supplied by or on behalf of the Client, other than sample checks on one box per pallet.
Any deliveries received without an accompanying delivery note, and/or deliveries received where items are mixed either in boxes or mixed pallets, take extra time for us to sort, check, book-in, and produce a schedule of items received for the client. Such deliveries will be liable to a Mediascene surcharge, based on £20 per hour spent on such deliveries.
3.3
Insurance of materials
All materials supplied by or on behalf of the Client are insured for you at Mediascene's risk, up to the value of £10,000 per client, whilst on Mediascene's premises. Should the Client require additional insurance cover, this can be arranged either by Mediascene or the Client. Please contact us for a quotation should you require additional cover.
All materials supplied by or on behalf of the Client are insured for you at Mediascene's risk, up to the value of £10,000 per client, whilst on Mediascene's premises. Should the Client require additional insurance cover, this can be arranged either by Mediascene or the Client. Please contact us for a quotation should you require additional cover.
3.4
Storage of materials
Any of the Client's materials which remain in Mediascene's possession after 30 days from the completion of any order will be subject to storage charges at the rate of £15 per pallet, or part thereof, per week. Mediascene reserves the right to destroy or dispose of all such materials at the Client's cost not less than 14 days after written notice to that effect is given to the Client.
Any of the Client's materials which remain in Mediascene's possession after 30 days from the completion of any order will be subject to storage charges at the rate of £15 per pallet, or part thereof, per week. Mediascene reserves the right to destroy or dispose of all such materials at the Client's cost not less than 14 days after written notice to that effect is given to the Client.
4.
DELIVERY OF ORDERS
The specified time for delivery, which shall be of the essence, shall be subject to receipt by Mediascene of all information and materials to enable it to proceed with the contract.
This includes any materials or declarations from or on behalf of the Client to allow Mediascene to comply with The Law, self-regulation / Codes of Practice laid down by the Industry body – the Direct Marketing Association (UK) - and the mailing standards body Quality in Mailing and Production.
Mediascene quotations will confirm the Client's required mailing date, and the date by which Mediascene will need to receive Client materials in order to achieve this. Should Mediascene not receive these materials by the confirmed date, one or more of the following may result :
The specified time for delivery, which shall be of the essence, shall be subject to receipt by Mediascene of all information and materials to enable it to proceed with the contract.
This includes any materials or declarations from or on behalf of the Client to allow Mediascene to comply with The Law, self-regulation / Codes of Practice laid down by the Industry body – the Direct Marketing Association (UK) - and the mailing standards body Quality in Mailing and Production.
Mediascene quotations will confirm the Client's required mailing date, and the date by which Mediascene will need to receive Client materials in order to achieve this. Should Mediascene not receive these materials by the confirmed date, one or more of the following may result :
(a)
Mediascene will make its best endeavours to re-work other client's production schedules so as to meet the Client's original mailing date, despite the delay in receipt of materials. If this is not possible :
(b)
The Client will be informed by Mediascene of the re-forecast date by which the mailing can be completed. Should the Client need the original mailing date maintained :
(c)
On request by the Client, and where practicable, additional shifts may be laid on by Mediascene in order to achieve, or as close as possible achieve, the original mailing date, subject to an additional quotation for the Client to cover the cost of additional overtime shifts.
(d)
Not withstanding, late delivery of Client materials to Mediascene results in "downtime" of the Mediascene production resources reserved for the Client's mailing. Mediascene reserves the right, where these resources cannot be redirected at short notice, to surcharge the Client a proportion of the total of the original quoted service charges equivalent to the proportion of the total production time lost due to late delivery.
5.
FORCE MAJEURE
Mediascene shall be under no liability if it shall be unable to carry out any of the provisions of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock out, strikes or other action in contemplation of the furtherance of a dispute (but not strikes or other action in contemplation of the furtherance of a dispute taken by Mediascene's employees).
During the continuance of a situation of force majeure the Client may by written notice to Mediascene terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept delivery when available.
Mediascene shall be under no liability if it shall be unable to carry out any of the provisions of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock out, strikes or other action in contemplation of the furtherance of a dispute (but not strikes or other action in contemplation of the furtherance of a dispute taken by Mediascene's employees).
During the continuance of a situation of force majeure the Client may by written notice to Mediascene terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept delivery when available.
6.
DATA PROTECTION
6.1
The processing of personal data
Mediascene represents, warrants and undertakes to the Client that it shall process any personal data (as defined by the Information Commissioner) solely for the purposes of this contract and for no other purpose.
Mediascene represents, warrants and undertakes to the Client that it has in place appropriate technical and organisational measures against accidental or unlawful destruction, loss, or unauthorised disclosure of or unauthorised access to any personal data.
Where Mediascene is contracted to process personal data on behalf of the Client, a Data Processors Certificate will be provided.
Mediascene represents, warrants and undertakes to the Client that it shall process any personal data (as defined by the Information Commissioner) solely for the purposes of this contract and for no other purpose.
Mediascene represents, warrants and undertakes to the Client that it has in place appropriate technical and organisational measures against accidental or unlawful destruction, loss, or unauthorised disclosure of or unauthorised access to any personal data.
Where Mediascene is contracted to process personal data on behalf of the Client, a Data Processors Certificate will be provided.
6.2
Auditing of security measures
Mediascene shall, when requested to do so by the Client, submit its data processing facilities, data files and relevant documentation to auditing by the Client and shall comply with all reasonable requests from the Client to enable it to comply with any and all of its obligations under the Act.
Upon the completion or termination of the contract the Client shall provide instructions for the return or destruction of personal data.
Mediascene shall, when requested to do so by the Client, submit its data processing facilities, data files and relevant documentation to auditing by the Client and shall comply with all reasonable requests from the Client to enable it to comply with any and all of its obligations under the Act.
Upon the completion or termination of the contract the Client shall provide instructions for the return or destruction of personal data.
7.
INTELLECTUAL PROPERTY
The intellectual property rights in any work created by or for Mediascene in relation to this contract shall vest in Mediascene unless it is agreed in writing that such intellectual property rights shall pass to the client.
The intellectual property rights in any work created by or for Mediascene in relation to this contract shall vest in Mediascene unless it is agreed in writing that such intellectual property rights shall pass to the client.
8.
CHARGES AND PAYMENT
8.1
Payment of invoices
Invoices will be paid on completion of the contract and in any event at not less than monthly intervals within 30 days of the invoice date unless otherwise agreed.
All prices quoted are strictly net and are exclusive of VAT which should be payable by the Client.
The Client shall also be charged for any preliminary work produced by Mediascene at the Client's request whether experimentally or otherwise. Any corrections / amendments made by the client after the first and subsequent proofs will be charged for.
Invoices will be paid on completion of the contract and in any event at not less than monthly intervals within 30 days of the invoice date unless otherwise agreed.
All prices quoted are strictly net and are exclusive of VAT which should be payable by the Client.
The Client shall also be charged for any preliminary work produced by Mediascene at the Client's request whether experimentally or otherwise. Any corrections / amendments made by the client after the first and subsequent proofs will be charged for.
8.2
Payment for postage
Where postage is paid by Mediascene on the client's behalf, invoices for postage must be paid within 7 days of the invoice date. A service charge of 2.5% plus VAT on postage paid by Mediascene on behalf of the Client will be added to the postage invoice, to cover interest, banking, and administrative costs.
Alternatively, at the Client's request, postage can be invoiced by Mediascene to the Client in advance of the mailing, which will negate the surcharge providing these monies clear into Mediascene's bank account prior to the posting date of the mailing.
Where postage is paid by Mediascene on the client's behalf, invoices for postage must be paid within 7 days of the invoice date. A service charge of 2.5% plus VAT on postage paid by Mediascene on behalf of the Client will be added to the postage invoice, to cover interest, banking, and administrative costs.
Alternatively, at the Client's request, postage can be invoiced by Mediascene to the Client in advance of the mailing, which will negate the surcharge providing these monies clear into Mediascene's bank account prior to the posting date of the mailing.
8.3
Interest on overdue bills
Mediascene reserves the right to charge interest at the rate of 2% per month or part thereof on any overdue sums from the date on which payment was due to the date on which payment is received.
Mediascene reserves the right to charge interest at the rate of 2% per month or part thereof on any overdue sums from the date on which payment was due to the date on which payment is received.
9.
CODES OF PRACTICE AND INDEMNITIES
The Client shall:
The Client shall:
(a)
provide Mediascene with a true copy of all advertising material or other material intended to be enclosed with any material prepared by Mediascene;
(b)
ensure that all information or materials provided by it complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion; and the Code of Practice of the Direct Marketing Association;
(c)
indemnify Mediascene against all costs, claims, liabilities, penalties and expenses which Mediascene may incur by reason of its works being illegal, unlawful, infringing any copyright, trademark or other intellectual or other proprietary rights of any third party, or is defamatory, obscene, or the distribution of which may infringe postal or other regulations or which is in breach of any trade description or other legislation.
10.
PROVISION OF COMPUTER DATA
The Client shall ensure that any computer data supplied to Mediascene is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt Mediascene shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client's expense.
The Client shall ensure that all data supplied to Mediascene are completely unambiguous with regard to the format of dates supplied and that a specification of the formats and instructions for the interpretation of dates are provided in writing.
The Client shall ensure that all data supplied to Mediascene for mailing purposes has been run against the Mailing Preference Service data file.
The Client shall ensure that any computer data supplied to Mediascene is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt Mediascene shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client's expense.
The Client shall ensure that all data supplied to Mediascene are completely unambiguous with regard to the format of dates supplied and that a specification of the formats and instructions for the interpretation of dates are provided in writing.
The Client shall ensure that all data supplied to Mediascene for mailing purposes has been run against the Mailing Preference Service data file.
11.
LIABILITY
11.1
Limitation of Mailing Houses's liability
Mediascene's entire liability (including liability for acts and omissions of its employees, agents and sub contractors) in respect of any breach of its contractual obligations and of any representations, statement or tortious act or omission including negligence shall be limited to the contract price (excluding postage and telecommunications costs).
Mediascene's entire liability (including liability for acts and omissions of its employees, agents and sub contractors) in respect of any breach of its contractual obligations and of any representations, statement or tortious act or omission including negligence shall be limited to the contract price (excluding postage and telecommunications costs).
11.2
Consequential or indirect loss
Mediascene shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind other than the direct loss suffered by the Client and subject to limitation under sub clause 11.1.
Mediascene shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind other than the direct loss suffered by the Client and subject to limitation under sub clause 11.1.
11.3
Liability for death or personal injury
Notwithstanding the sub clauses 11.1 and 11.2 above, Mediascene's liability to the Client for death or injury resulting from its own or that of its employees, agents or sub contractors negligence shall be unlimited.
Notwithstanding the sub clauses 11.1 and 11.2 above, Mediascene's liability to the Client for death or injury resulting from its own or that of its employees, agents or sub contractors negligence shall be unlimited.
12.
TERMINATION AND CANCELLATION
Termination in the event of breach of contract by either party or upon the bankruptcy, liquidation etc of the Client
Either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract. The termination will take effect [14] days after receipt of written notice unless the defaulting party has remedied the default within this time.
Mediascene shall be entitled to terminate this contract by notice in writing in the event of the Client's failure to pay in accordance with the terms of the contract or in the event of the Client committing an act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative receiver appointed over any of its assets.
In the event of termination by Mediascene under this clause the Client shall immediately pay any outstanding sums due from it to Mediascene.
Termination in the event of breach of contract by either party or upon the bankruptcy, liquidation etc of the Client
Either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract. The termination will take effect [14] days after receipt of written notice unless the defaulting party has remedied the default within this time.
Mediascene shall be entitled to terminate this contract by notice in writing in the event of the Client's failure to pay in accordance with the terms of the contract or in the event of the Client committing an act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative receiver appointed over any of its assets.
In the event of termination by Mediascene under this clause the Client shall immediately pay any outstanding sums due from it to Mediascene.
13.
AGENCY, PARTNERSHIP AND JOINT VENTURES
Nothing in this contract shall be construed as to constitute either Mediascene or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.
Nothing in this contract shall be construed as to constitute either Mediascene or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.
14.
ENFORCEABILITY
No failure or delay by either Mediascene or the Client in exercising any of their rights under this contract shall be deemed to be a waiver of those rights. No waiver by either of them 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.
No failure or delay by either Mediascene or the Client in exercising any of their rights under this contract shall be deemed to be a waiver of those rights. No waiver by either of them 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.
15.
SEVERABILITY
Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect.
Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect.
16.
ENTIRE AGREEMENT
These terms and conditions constitute the entire contract between Mediascene and the Client with respect to the matters dealt with herein. No variation to this contract shall be valid or effective unless made in writing and signed by both of them.
These terms and conditions constitute the entire contract between Mediascene and the Client with respect to the matters dealt with herein. No variation to this contract shall be valid or effective unless made in writing and signed by both of them.
17.
JURISDICTION
This contract is subject to English law and Mediascene and the
Client agree to submit to the jurisdiction of the English
courts in respect of any dispute or difference
arising under it.
This contract is subject to English law and Mediascene and the
Client agree to submit to the jurisdiction of the English
courts in respect of any dispute or difference
arising under it.
