Terms and Conditions
Terms and Conditions of Business, July 2018
- A) Focussed Publications Limited is a magazine design and media services company.
- B) The Customer has engaged Focussed Publications Limited to organise its design and/or print production and/or printing requirements as detailed below.
IT IS AGREED as follows:
1. INTERPRETATION FOR THE PURPOSE OF THE AGREEMENT
In this Agreement the following terms have the following meanings:
“FPL” Focussed Publications Limited, a company registered in England number 10102096;
“Customer” the person or company that purchase services and/or goods;
“Services” the services specified in the FPL terms and conditions; and invoice;
“Product” the magazine, journal, newsletter, leaflet or any print or design project the Customer arranges with FPL;
“Brief” the written or verbal instructions that are given by the Customer to FPL;
“Proof” the visual to the Customer that the Product is correct and may be sent to the print process;
“Quotation” the costs (in some cases ‘estimated’) provided by FPL to the Customer and to which the Customer must agree before any work can commence on the Product;
1.1. Any of the foregoing definitions applies, as the context may require, to the singular or the plural form of the term used.
1.2. In this Agreement:
1.1.1. clause headings are inserted for ease of reference only and do not affect construction; references to “writing” or cognate expressions includes a reference to email or comparable means of communication;
1.1.2. words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof;
1.1.3. references to clauses or appendices are to the clauses or appendices of this Agreement.
2. SERVICES PROVIDED
2.1. By this agreement presented to the Customer, the Customer authorises FPL and its associated companies to proceed with the design, production and submission of the product for printing as per the Brief submitted by the Customer.
2.2. FPL will provide the following services to its Customers:
2.2.1. FPL will provide a comprehensive solution to its Customer, provide a professional level of service, act in a professional manner to the Customer’s Customers and its advertisers.
2.2.2. FPL’s services also includes all communication, preparation, placement, design, typography, the checking of file compliancy of supplied artwork (and inform the Customer if it contains a problem), file management of all images & finalised text supplied by the Customer or nominated member of his/her company, preparing all aspects of design for print compliancy, submission of proofs (whether by hard copy or PDF files) in good time for the Customer to make amendments where necessary, for us to make those amendments and resubmit proofs if required.
2.2.3. FPL will, at the request of the Customer, create adverts and liaise, if required, with its advertisers.
2.2.4. FPL will prepare all pages to the respective printing companies requirements for successful output for print and aim to submit by the specified deadline.
3. MATERIAL AND CONTENT
3.1. The Customer agrees to provide us with proof-read finalised clean copy, high resolution images, design guidance (if required) and such content required by us to create the product. With the Customers instruction, FPL will pursue additional material if the Customer is unable to source it themselves and it is feasible and legal to do so.
3.2. FPL make allowances for minor typographic amendments within the agreed set price. However, if the Customer supplies content which then later requires extensive amendments, we then reserve the right to apply an Author Amendment fee agreed with the Customer.
3.3. The Customer agrees to supply a proportion of content in readiness at the start of the production with the remaining content to follow but no later than 48 hours before the print deadline or as agreed subsequently with FPL.
3.4. FPL will offer the best possible results in the finished product but FPL accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
4. ESTIMATES FOR JOBS
4.1. All work is estimated and is subject to sight of content supplied.
4.2. FPL will not be responsible for a re-estimated price differing from an original estimate, Errors and Omissions Excepted.
4.3. FPL will endeavour to find the most-appropriate and most economical solution to provide the Customer with an accurate price before work commences.
4.4. This agreement is between the Customer and FPL will be adhered to at all stages unless the work is different from that originally Brief in which case additional costs may be incurred and FPL will inform the Customer of such costs before work commences.
5. COSTS OF WORK UNDERTAKEN
5.1. FPL will invoice all work rendered in accordance with the Customer’s brief and will do everything it can to maintain those costs.
5.2. If FPL find during the creative and production stages that additional work is required or the Customer has requested additional work which exceeds the original budgeted for FPL will advise the Customer of the additional time required and estimated additional costs to complete the product before work commences.
5.3. FPL will inform the Customer of any additional costs in good time. The Customer can approve or reject the costs.
5.4. If the Customer approves the revised costs, whether in writing or verbally, then FPL will carry out the work and the Customer will be charged in accordance to the agreed cost.
5.5. If the Customer rejects the cost of the additional work then FPL will not carry out the additional work required and the Customer must inform FPL of an alternative solution.
5.6. If FPL informs the Customer and FPL do not hear from them within two working days then FPL will carry out the work with the aim to complete the product in accordance to fulfil the brief and the Customer will be charged accordingly.
6. ADDITIONAL WORK UNDERTAKEN
6.1. FPL will include minor work within the set costs of magazine production but additional work required will be quoted and charged in accordance of our agreed rate and the Customer will be invoiced for work carried out.
7. PROOF AND SUBMISSION OF ARTWORK TO PRINT AGREEMENT
7.1. It is NOT in the remit of FPL to proof content the Customer’s product. If amendments are required then clause 3.2 applies. The Customer must take all efforts to proofread, check and ensure all content of their product meets the Customer’s approval before commencement of printing.
7.2. FPL will endeavour to fulfil all instructions but it is the Customer’s responsibility to ensure they have all been actioned as the Customer requested.
7.3. The Customer must confirm verbally or in writing (accepted by email or text) to proceed with the artwork for printing. If the Customer confirms verbally then FPL will confirm back in an email and this email will be the authority to proceed. If the product is complete and FPL do not receive confirmation of final approval then FPL will take the initiative to proceed in submitting the artwork to the printing company in good time so as not to miss the print slot. The Customer will be responsible whether they have confirmed or not.
7.4. Sufficient proofing time and processes should be adhered to.
7.5. The Customer gives absolution to FPL of all liability for any errors, omissions or discrepancies (including supplied artwork by its advertisers), which may be present on the proof, whether hard copy or digital PDF proof sent by email or Dropbox.
7.6. Once the Customer has agreed to proceed, the Customer is able to make additional changes up and to the point of the files being submitted to the printing company after which the Customer will incur all costs to halt and amend relevant artwork and the reproduction of new amended plates if plates have already been produced. This is the Customer’s final opportunity to make changes to the content. Creating new plates can result in additional time being required therefore delivery times will not be guaranteed. The Customer cannot make changes once the plates are on the printing press.
7.7. This Agreement revokes the Customer right to take any kind of action against FPL for any aspect of the work with which the Customer is later dissatisfied. If the finished product is consistent with the proof as supplied, the Customer must pay in full for the work whether or not the Customer later takes issue with any aspect of the product. These terms are final and non-negotiable.
7.8. The printing of the product will come under the Terms and Conditions of the company that is physically printing the product.
8. DELAYED, FAILED OR MISSED PRODUCTION SCHEDULES AND/OR DEADLINES
PLEASE NOTE: Because of the amount of time required to turn round publications Production Artists time needs to be allocated and booked several weeks in advance to ensure priority can be given to the Customer’s title when the Customer requires.
8.1. The Customer MUST inform FPL at the earliest opportunity of any possible delay. If the Customer misses their production schedule and/or print deadline for whatever reason then FPL will reallocate the production of the product to a new time schedule so as not to hinder the delay or production of preceding magazines. The Customer will not receive priority outside the original agreed production slot.
8.2. If the content of a job does not materialise in good time or the magazine is put on hold indefinitely during the production by the Customer, for whatever reason, then FPL reserves the right to invoice in full the original agreed cost whether the work is complete or not. Recommencement of work will be charged in accordance with the agreement.
8.3. FPL accepts no responsibility for any delay caused by the Customer providing insufficient, unsuitable or late content.
8.4. If the Customer notifies of any operational changes of production to other parties (including the Customer’s in-house production team) that will result in cancelled production time with FPL then FPL reserve the right to charge:
8.4.1: 50% of the invoice value if informed in writing between 30 and 15 days prior to the start of the intended scheduled production, or;
8.4.2: 100% of the invoice value if notified in writing within 14 days to the start of the intended scheduled production.
8.5. If the Customer fails to notify FPL of any possible delay and continually misses their production schedules and/or print deadlines then FPL reserves the right to charge the Customer where FPL experiences a direct cost caused by the Customer’s delay. The Customer is responsible to ensure that finalised content is supplied in good time.
9. INTELLECTUAL PROPERTY OWNERSHIP AND ORIGINAL FILES & IMAGES
9.1. The client owns the content and images they supply, FPL owns the intellectual property rights to the design contained within and the InDesign file and associated elements. Any electronic files supplied are for the stated use only and not to be changed or adapted or reused without written permission from FPL.
9.2. If the Customer has notified termination of business, as specified in clause 17, and that all invoices has been paid in full and to date, then FPL will supply all working back up copies, associated artwork and PDF files for a reasonable fee to cover the time to prepare, burn and supply DVDs to the Customer. Clause 9.1 would apply.
10. QUALITY OF THE PRINT
10.1. Every effort will be made to obtain the best possible colour reproduction on Customer’s work but because of the nature of the processes involved FPL cannot guarantee an exact match in colour or texture between any materials with which the Customer supply us, and the printed article.
11. CLAIMS OF THE DELAYED, LOSS, NON-DELIVERY, DAMAGED PRINT
11.1. FPL will not be responsible for delayed, lost, non-delivery or damage print goods.
11.2. If FPL has arranged the printing with its partnered companies then the Customer must in the first instance contact FPL so FPL can liaise on behalf of the Customer to find the cause and to resolve such issues between the Customer and the printing company.
11.3. Claims can be made to the printing company directly, of which the Terms and Conditions will fall under the company who printed the product.
12.1. Unless negotiated and agreed in writing, the copyrights of general artwork, commissioned artwork, illustrations and copy belong to FPL until paid for in full.
12.2. If the Customer supplied FPL with the material, it is the Customer’s responsibility to obtain all necessary copyrights for its use and in agreeing to these terms and conditions the Customer is asserting its right to the copyright. In such cases, the copyright belongs to the Customer.
12.3. The Customer agrees to indemnify FPL from any claim that arises regarding the use of material with which the Customer supplies to FPL.
12.4. FPL reserve the right to use any artwork or printing FPL has produced for the purposes of promoting FPL services unless the Customer request otherwise in writing.
13. ILLEGAL MATERIAL
13.1. FPL reserves the right not to print any matter deemed illegal, libelous or offensive, or which may be an infringement of the proprietary or other rights of any third party.
13.2. The Customer agrees to indemnify FPL in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent and design or of any other proprietary or personal rights contained in any material printed for the Customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
14. HOLIDAYS, ILLNESS AND TIME OFF WORKING HOURS
14.1. Our directors and staff are entitled to holidays of which any delay in such events will be best accommodated to FPL’s ability.
14.2. FPL will advise its Customers of such events in good time and at the earliest opportunity.
14.3. FPL do not supply services on Christmas Eve, Christmas Day, Boxing Day, the last week of the calendar year (at the discretion of the Production Artist), New Year’s Eve and New Year’s Day.
14.4. FPL do not supply services in evenings, weekends or public holidays unless by prior agreement (see 5.5).
14.5. If a member of FPL is unable to work due to illness or to attend a personal emergency then FPL will inform the Customer at the earliest opportunity. FPL will recommence the work at the earliest opportunity or if a certain time delay is foreseen then FPL will instigate plans for another member of the company if possible to take over the project. This may cause a delay in meeting print deadlines and FPL will make every possible effort to submit the work on time.
15. PRICE BREAKDOWN OF WORK UNDERTAKEN
15.1. The invoice FPL sends the Customer will show the cost of the design, production, research process and fulfillment services if applicable.
15.2. VAT is charged on the final invoice at the current Customs & Excise rates and according to current regulations, irrespective of whether or not it is included in an initial price quotation.
16. PAYMENT AND CREDIT TERMS FOR WORK UNDERTAKEN
16.1. Customers must agree to pay in advance the template fee on order then 50% of the estimated value of the first issue with the balance being paid prior to the files being sent for print or being digitally published or;
16.2 If Credit Terms apply for Customers then all invoices must be made in full within 30-days of invoice date or before commencement of the next issue which ever arrives soonest. The next issue will not commence until the previous issue has been paid in full.
16.3. If after 60-days payment has not been received then FPL reserve the right to refer the account to the legal department who will employ terms, costs and interest which the Customer will be responsible until the outstanding balance is paid in full.
16.4. Any unpaid invoices will be charged interest of 4% above the Lloyds Bank base rate at that current time.
17. TERMINATION OF BUSINESS ARRANGEMENT
17.1. If the customer wishes to terminate or cease the services offered by FPL then the Customer must give at least 60-days written notice as time would have been allocated in advance. Failure to do so will give FPL the right to charge the customer in full based on the previous invoice or estimated cost on all intended or planned work for up to 60-days.
17.2. FPL reserves the right to terminate or cease services to Customers at any time. In any such event FPL will give 30-days notice and will commit to fulfill any outstanding work.
17.3. If there is an outstanding balance on account then the customer must pay in full without prejudice.
18.1. Any Customer ceasing to pay its debts in the ordinary course of business or proving unable to pay their debts as they become due or, being, a company, is deemed to be unable to pay its debts, or has a winding-up petition issued against it or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against it, FPL, without prejudice to other remedies, shall:
18.1.1. have the right not to proceed further or undertake other work for the Customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to it, and
18.1.2. in respect of all unpaid debts due from the Customer, have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as FPL thinks fit and to apply the proceeds towards such debts.
19. DATA PROTECTION
19.1. By agreement with FPL the directors, employees, freelance staff and its associates of the printing companies/mailing houses will abide by Customer confidentiality at all times. If one of the aforementioned breaches trust and releases confidential information in the public domain or to FPL Customers then FPL will seek legal action against that company or individual.
19.2. FPL agrees to keep the information of its Customers confidential. All information will be treated as confidential in accordance with the Data Protection Act & compliant with GDPR requirements (details of which can be viewed at www.focussedmarketing.co.uk privacy page).
20. FINANCIAL CONSEQUENTIAL LOSS AND LIABILITY
20.1. FPL and its directors will accept no liability whatsoever for consequential or third party losses, resulting in incorrect print being supplied and/or a delay in delivery howsoever caused.
20.2. FPL and its directors accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided.
20.3. FPL shall not be liable for any loss to the Customer arising from delay in transit caused by circumstances beyond the company’s control.
21. FORCE MAJEURE
21.1. FPL accepts no responsibility if FPL are unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, act of terrorism, the effects of an act of terrorism, fire, flood, drought, inadequacy or unsuitability of any instructions, electronic files or other data supplied by the Customer, failure of external FTP servers, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may, by written notice to ourselves, elect to terminate the agreement and pay for work completed to date and materials used, but subject thereto shall otherwise accept delivery when available.
22. NOTICES REQUIRED
22.1. Any notices served under this Agreement shall be in writing for the attention of the Customer to the party’s contact details.
22.2. Notices may be served by personal delivery, e-mail or first class pre-paid post.
22.3. Any notice so given shall be deemed to have been delivered, if by hand, on the date of delivery, if by post, 48 hours after posting.
23. GENERAL INFORMATION PERTAINING TO THE AGREEMENT
23.1. No variation to this Agreement shall be valid unless in writing signed by an authorised representative of the parties.
23.2. Save as expressly provided in this Agreement, this Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind between the parties preceding the date of this Agreement and in any way relating to the subject matter of this Agreement.
23.3. This Agreement constitutes the whole agreement and understanding of the parties as to its subject matter and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.
23.4. The failure by either party to enforce at any time or for any period any one or more of the terms of this Agreement shall not be a waiver of them of the right at any time subsequently to enforce all terms of this Agreement. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
23.5. In the event that any term or condition of this Agreement shall be determined to be invalid, unlawful or unenforceable, then it shall be deleted from this Agreement and the remainder shall continue with full effect.
23.6. The Customer shall not assign, transfer or charge or purport to assign, transfer or charge this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of FPL.
23.7. Pursuant to the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this Agreement may be enforced by any person not a party to it.
23.8. This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.