Terms and Conditions of Business

  1. Introduction

    1. These terms and conditions ("the terms") govern every contract made between Marcel &c Ltd. ("the Company") for the supply of goods and services to any person, firm or company ("the Client").
    2. The terms shall exclusively prevail over any written terms and conditions of the Client, or any other terms, oral or written, implied or otherwise.
    3. Any variation to the terms must be agreed in writing by the director of the Company.
    4. All contracts between the Company and the Client will be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

  2. Definitions

    1. "We/Us" means the Company.
    2. "Client" means the person, partnership or company in contract with the Company direct or via an agent or reseller where applicable.
    3. "Service" means the service or services requested by the Client and to be provided to the Client by the Company.
    4. "Agreement" means this Agreement entered into by and between the Company and the Client and is subject to the terms.

  3. Price and payment

    1. The Client will pay the Company the fixed fee or the invoice charge; whichever is agreed at the time of instruction.
    2. Invoices from the Company to the Client for supply of goods or services should be paid in full within 30 days of issue of invoice, by bank transfer, banker's draft or cash.
    3. If the Client does not have a credit account with the Company, a minimum of 50% of the agreed fee shall be paid (and cleared if by cheque) before work commences. The balance of the total fee shall be paid in full before any materials are released by the Company or within 30 days of invoice, which ever is sooner. Payment can be made by banker's draft or cash.
    4. If the Client does not have a credit account with the Company, and should an agreed amendment or addition to the specifications give rise to an increased fee, a minimum of 50% of said increase shall be paid before any additional work commences, except at the sole discretion of the Company.
    5. the Company reserves the right (without disclosing a reason) to demand payment for work on collection at any time.
    6. Should any contract be cancelled at any stage during the design process, the initial minimum deposit of 50% is non-refundable, except at the sole discretion of the Company.
    7. The Client will pay the Company any expenses incurred by or in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).
    8. Hourly charges payable by the Client shall be calculated by the Company according to data recorded by the Company.
    9. Payment is due within 30 days of the invoice date. If payment is not received within 60 days from the invoice date the Company reserves the right to claim statutory interest at 8% above the Bank of England base rate for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest will be calculated from the invoice date until the date of payment.

  4. Ordering

    1. Orders for work must be given in writing to the Company by the Client.
    2. Not withstanding clause 4.1, if the Company accepts a verbal order from the Client the Company will not be held responsible for any mistakes (made by either party) arising from that verbal order.
    3. the Company reserves the right to refuse to accept any order.

  5. Quotations

    1. All quotations given by the Company will be valid for 28 days from the date of quotation.
    2. If the Client's final order changes from the original specification made for the quotation, the Company reserves the right to vary the quotation.

  6. Provision of Information

    1. The Client undertakes to provide to the Company free of charge and in full co-operation any information reasonably required by the Company in order to fulfill its obligations under the Agreement.
    2. The Company shall at its sole discretion use this information where appropriate for any credit reference or debt collection purpose including disclosure to and use by its agents acting on its behalf.
    3. All information relating to the Client collected by the Company in the course of providing the Service shall remain confidential between the Client and the Company, its agents or resellers, subject only to the permitted users of that information under the Agreement or as may be required by current UK legislation relating to the Service and except that the Company at its sole discretion may use data about use of the Service by the Client as part of any report or publication without revealing the identity of the Client.
    4. Any incorrect information given by the Client to the Company during the term of this contract that is incorrect will result in immediate suspension of service at the discretion of the Company.

  7. Turnaround times

    1. Turnaround times which are quoted in the price list and web site are normal target times only and the Company accepts no liability for failure to meet these times, but will use its best endeavours to do so.

  8. 9. Colour balancing

    1. The Company will, if requested by the Client, scan images to a colour balance provided by the Client by way of reference prints or Polaroids.
    2. If no such request or reference material is provided by the Client the Company will scan and/or print images using its own 'judgment' for colour balancing.

  9. Uncollected work

    1. If any items of work including prints and original files belonging to a Client are not collected after 12 months of the requested work being done, the Company reserves the right to dispose of such material.

  10. Copyright and moral rights

    1. The Company claims no copyright in material submitted to Us for the purposes of fulfilling the Client's instruction.
    2. The Client warrants that the Client owns or controls all rights, has obtained all copyright, or has permissions, consents and waivers that as are now and hereafter required for all copying, processing, scanning, printing and manipulation to be undertaken by the Company.
    3. The Client also warrants that no copyright or moral rights will be infringed by the Company carrying out the requested work.
    4. The Client agrees to indemnify the Company against all losses, damages, claims or expenses which the Company may incur by virtue of any breach of the above warranties. In the event that the Company is found liable to pay damage, costs or expenses, the Client will be liable to pay the same to the Company.

  11. Ownership of Intellectual Property

    1. Intellectual property supplied by the Company shall remain the property of the Company.
    2. Any advertising must comply with the Trade Descriptions Act 1968 and 1972, the Consumer Protection Act 1987 or any other applicable regulation.

  12. Warranties

    1. Goods or services are not offered on a trial basis.
    2. Prices and manufacturer's specifications on software, supplied by the Company, are subject to change without notice. Minor variations to the specification shall not entitle the Client to rescind the contract. Prices may change due to currency fluctuations.
    3. Claims against damage, non-functionality and wrong delivery must be made within seven days of receipt.
    4. Software is supplied subject to the manufacturer's warranties and guarantees.
    5. the Company do not warrant the suitability of software for any particular purpose (specifications, suitability and warrantees should be resolved with the manufacturer before purchase).
    6. Returns shall only be accepted in stock condition, without damage or change by Client, and as agreed by the Company.
    7. A restocking fee shall be charged on returns that prove to be non- defective.
    8. The Client shall be responsible for ensuring the safe delivery of any returned software or product.
    9. The Company shall not be liable for any consequential loss or expense, howsoever caused, including returns cost.

  13. Liability

    1. The Client must contact the Company concerning queries on an invoice within 7 days of the date of the invoice.
    2. the Company's liability to the Client or any other party for the loss including theft, or destruction or damage to any materials provided by the Client which are deposited with the Company for whatever reason:-
      1. Will be limited to the replacement cost of the actual material and,
      2. The Company will not be liable for the cost of reshooting or reprinting the material contained on the material and,
      3. The Company will not be liable for any consequential loss or damage to the Client or any other party including loss of income and,
      4. It is the Client's responsibility to insure against such loss and damage.
    4. The Company shall have no liability whatsoever to the Client in contract, tort or otherwise, including any liability due to negligence for loss of goodwill, revenue, anticipated savings, profit or for any direct, indirect or consequential financial loss due to circumstances beyond the Company's control including loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism. Your statutory rights as a consumer are not affected by this.

  14. Suspension of Service

    1. In the event that the Client is in breach of the Agreement, provision of all Services to the Client may be suspended forthwith by the Company without liability to the Client and until further notice.
    2. Suspension of the Service will entitle the Company to payment on demand of all amounts owed by the Client under the Agreement whether already invoiced or not.
    3. The Client shall pay the Company all reasonable costs associated with such suspension referred to in section 14.2.

  15. Termination

    1. Without prejudice to their rights under the Agreement expressed or implied the Client or the Company shall have the right to terminate the Agreement in the event that the other party is in default either in observation of or in performance of its obligations under the Agreement and in the case of rectifiable default fails to rectify the default within a reasonable time once the non-defaulting party has notified the defaulting party in writing.
    2. Without prejudice to their rights under the Agreement expressed or implied the Company may terminate the Agreement in the event that a liquidator, trustee in bankruptcy, receiver or administrator is appointed in respect of the assets and/or business of the Client or if the Client is deemed insolvent according to the Insolvency Act 1986, or if any licence under which the Client operates its business is revoked, amended or ceases to be valid, or if the Company reasonably believes any of those events may occur.
    3. Without prejudice to rights under the Agreement expressed or implied the Company shall have the right to terminate the Agreement forthwith in the event that the Client fails to pay all or any amounts outstanding within the standard terms for payment, which currently stands at 30 days net.

  16. No waiver

    1. Failure by either party to exercise or enforce any right conferred by the Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

  17. Notices

    1. Any notice, invoice other document which may be given under the Agreement shall be deemed to have been duly given if sent to the address shown on the order or commencement form, or by email to the email address shown on the order or commencement form.

  18. Notice of change in Standard Terms and Conditions

    1. This is a standard Terms and Conditions document as supplied by the Company in relation to its Graphic Design, Web Design and Development services and includes contracts introduced by its agents and resellers where appropriate. the Company reserves the right to amend these terms and conditions without prior notice. The Client will be deemed to have received notice of any amendments once the updated terms and conditions have been posted on the Company Web site at www.marceletc.info.

  1. Introduction

    1. These terms and conditions ("the terms") govern every contract made between Marcel &c Ltd. ("the Company") for the supply of goods and services to any person, firm or company ("the Client").
    2. The terms shall exclusively prevail over any written terms and conditions of the Client, or any other terms, oral or written, implied or otherwise.
    3. Any variation to the terms must be agreed in writing by the director of the Company.
    4. All contracts between the Company and the Client will be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

  2. Definitions

    1. "We/Us" means the Company.
    2. "Client" means the person, partnership or company in contract with the Company direct or via an agent or reseller where applicable.
    3. "Service" means the service or services requested by the Client and to be provided to the Client by the Company.
    4. "Agreement" means this Agreement entered into by and between the Company and the Client and is subject to the terms.

  3. Price and payment

    1. The Client will pay the Company the fixed fee or the invoice charge; whichever is agreed at the time of instruction.
    2. Invoices from the Company to the Client for supply of goods or services should be paid in full within 30 days of issue of invoice, by bank transfer, banker's draft or cash.
    3. If the Client does not have a credit account with the Company, a minimum of 50% of the agreed fee shall be paid (and cleared if by cheque) before work commences. The balance of the total fee shall be paid in full before any materials are released by the Company or within 30 days of invoice, which ever is sooner. Payment can be made by banker's draft or cash.
    4. If the Client does not have a credit account with the Company, and should an agreed amendment or addition to the specifications give rise to an increased fee, a minimum of 50% of said increase shall be paid before any additional work commences, except at the sole discretion of the Company.
    5. the Company reserves the right (without disclosing a reason) to demand payment for work on collection at any time.
    6. Should any contract be cancelled at any stage during the design process, the initial minimum deposit of 50% is non-refundable, except at the sole discretion of the Company.
    7. The Client will pay the Company any expenses incurred by or in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).
    8. Hourly charges payable by the Client shall be calculated by the Company according to data recorded by the Company.
    9. Payment is due within 30 days of the invoice date. If payment is not received within 60 days from the invoice date the Company reserves the right to claim statutory interest at 8% above the Bank of England base rate for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest will be calculated from the invoice date until the date of payment.

  4. Ordering

    1. Orders for work must be given in writing to the Company by the Client.
    2. Not withstanding clause 4.1, if the Company accepts a verbal order from the Client the Company will not be held responsible for any mistakes (made by either party) arising from that verbal order.
    3. the Company reserves the right to refuse to accept any order.

  5. Quotations

    1. All quotations given by the Company will be valid for 28 days from the date of quotation.
    2. If the Client's final order changes from the original specification made for the quotation, the Company reserves the right to vary the quotation.

  6. Provision of Information

    1. The Client undertakes to provide to the Company free of charge and in full co-operation any information reasonably required by the Company in order to fulfill its obligations under the Agreement.
    2. The Company shall at its sole discretion use this information where appropriate for any credit reference or debt collection purpose including disclosure to and use by its agents acting on its behalf.
    3. All information relating to the Client collected by the Company in the course of providing the Service shall remain confidential between the Client and the Company, its agents or resellers, subject only to the permitted users of that information under the Agreement or as may be required by current UK legislation relating to the Service and except that the Company at its sole discretion may use data about use of the Service by the Client as part of any report or publication without revealing the identity of the Client.
    4. Any incorrect information given by the Client to the Company during the term of this contract that is incorrect will result in immediate suspension of service at the discretion of the Company.

  7. Turnaround times

    1. Turnaround times which are quoted in the price list and web site are normal target times only and the Company accepts no liability for failure to meet these times, but will use its best endeavours to do so.

  8. 9. Colour balancing

    1. The Company will, if requested by the Client, scan images to a colour balance provided by the Client by way of reference prints or Polaroids.
    2. If no such request or reference material is provided by the Client the Company will scan and/or print images using its own 'judgment' for colour balancing.

  9. Uncollected work

    1. If any items of work including prints and original files belonging to a Client are not collected after 12 months of the requested work being done, the Company reserves the right to dispose of such material.

  10. Copyright and moral rights

    1. The Company claims no copyright in material submitted to Us for the purposes of fulfilling the Client's instruction.
    2. The Client warrants that the Client owns or controls all rights, has obtained all copyright, or has permissions, consents and waivers that as are now and hereafter required for all copying, processing, scanning, printing and manipulation to be undertaken by the Company.
    3. The Client also warrants that no copyright or moral rights will be infringed by the Company carrying out the requested work.
    4. The Client agrees to indemnify the Company against all losses, damages, claims or expenses which the Company may incur by virtue of any breach of the above warranties. In the event that the Company is found liable to pay damage, costs or expenses, the Client will be liable to pay the same to the Company.

  11. Ownership of Intellectual Property

    1. Intellectual property supplied by the Company shall remain the property of the Company.
    2. Any advertising must comply with the Trade Descriptions Act 1968 and 1972, the Consumer Protection Act 1987 or any other applicable regulation.

  12. Warranties

    1. Goods or services are not offered on a trial basis.
    2. Prices and manufacturer's specifications on software, supplied by the Company, are subject to change without notice. Minor variations to the specification shall not entitle the Client to rescind the contract. Prices may change due to currency fluctuations.
    3. Claims against damage, non-functionality and wrong delivery must be made within seven days of receipt.
    4. Software is supplied subject to the manufacturer's warranties and guarantees.
    5. the Company do not warrant the suitability of software for any particular purpose (specifications, suitability and warrantees should be resolved with the manufacturer before purchase).
    6. Returns shall only be accepted in stock condition, without damage or change by Client, and as agreed by the Company.
    7. A restocking fee shall be charged on returns that prove to be non- defective.
    8. The Client shall be responsible for ensuring the safe delivery of any returned software or product.
    9. The Company shall not be liable for any consequential loss or expense, howsoever caused, including returns cost.

  13. Liability

    1. The Client must contact the Company concerning queries on an invoice within 7 days of the date of the invoice.
    2. the Company's liability to the Client or any other party for the loss including theft, or destruction or damage to any materials provided by the Client which are deposited with the Company for whatever reason:-
      1. Will be limited to the replacement cost of the actual material and,
      2. The Company will not be liable for the cost of reshooting or reprinting the material contained on the material and,
      3. The Company will not be liable for any consequential loss or damage to the Client or any other party including loss of income and,
      4. It is the Client's responsibility to insure against such loss and damage.
    4. The Company shall have no liability whatsoever to the Client in contract, tort or otherwise, including any liability due to negligence for loss of goodwill, revenue, anticipated savings, profit or for any direct, indirect or consequential financial loss due to circumstances beyond the Company's control including loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism. Your statutory rights as a consumer are not affected by this.

  14. Suspension of Service

    1. In the event that the Client is in breach of the Agreement, provision of all Services to the Client may be suspended forthwith by the Company without liability to the Client and until further notice.
    2. Suspension of the Service will entitle the Company to payment on demand of all amounts owed by the Client under the Agreement whether already invoiced or not.
    3. The Client shall pay the Company all reasonable costs associated with such suspension referred to in section 14.2.

  15. Termination

    1. Without prejudice to their rights under the Agreement expressed or implied the Client or the Company shall have the right to terminate the Agreement in the event that the other party is in default either in observation of or in performance of its obligations under the Agreement and in the case of rectifiable default fails to rectify the default within a reasonable time once the non-defaulting party has notified the defaulting party in writing.
    2. Without prejudice to their rights under the Agreement expressed or implied the Company may terminate the Agreement in the event that a liquidator, trustee in bankruptcy, receiver or administrator is appointed in respect of the assets and/or business of the Client or if the Client is deemed insolvent according to the Insolvency Act 1986, or if any licence under which the Client operates its business is revoked, amended or ceases to be valid, or if the Company reasonably believes any of those events may occur.
    3. Without prejudice to rights under the Agreement expressed or implied the Company shall have the right to terminate the Agreement forthwith in the event that the Client fails to pay all or any amounts outstanding within the standard terms for payment, which currently stands at 30 days net.

  16. No waiver

    1. Failure by either party to exercise or enforce any right conferred by the Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

  17. Notices

    1. Any notice, invoice other document which may be given under the Agreement shall be deemed to have been duly given if sent to the address shown on the order or commencement form, or by email to the email address shown on the order or commencement form.

  18. Notice of change in Standard Terms and Conditions

    1. This is a standard Terms and Conditions document as supplied by the Company in relation to its Graphic Design, Web Design and Development services and includes contracts introduced by its agents and resellers where appropriate. the Company reserves the right to amend these terms and conditions without prior notice. The Client will be deemed to have received notice of any amendments once the updated terms and conditions have been posted on the Company Web site at www.marceletc.info.